Sorted Shipping and Returns Center: Terms and Conditions
Welcome to Sorted Shipping & Returns Center – the new name for Clicksit.
You can use the Sorted Shipping & Returns Center to easily arrange shipment of parcels, with collection from your chosen location included as standard, and to handle your returns for you, allowing you to simplify and track your entire returns handling process. You can choose to use one or both parts of the Sorted Shipping & Returns Center depending on your requirements.
Sorted Shipping & Returns Center is offered by Clicksit App Limited (a wholly owned subsidery of Sorted Holdings Limited), which is a company registered in England with company number 0951037. Our registered office is located at Fourth Floor, Blackfriars House, St Mary’s Parsonage, Manchester, M3 2JA. However, the best way to contact us is by email (email@example.com) or through the chat facility.
We’re pleased to offer Sorted Shipping & Returns Center in accordance with the terms and conditions set out below. If you’re interested in utilising Sorted Shipping & Returns Center in your business, please read these terms and our documentation carefully to ensure that it is suitable for your needs.
These terms and conditions form a legally binding agreement between you and us, so please read these terms carefully before you start to use or continue using Sorted Shipping & Returns Center.
Whilst the returns functionality of our service is primarily used by retailers to enable their customers to return products bought from that retailer, we appreciate that it may also be useful to other organisations who regularly receive parcels from members of the public, such as charities accepting donations or universities receiving parcels from students. If you are using the service in this way, these terms will still apply to you, with “returns” meaning the parcels that are being sent to you and “customers” meaning the individuals who are sending those parcels.
If you have any questions before you get started or have any special requirements which are not covered by our standard terms, please don’t hesitate to get in touch with us. We look forward to working with you.
1 GETTING STARTED
1.1 How to sign up: Getting started with Sorted Shipping & Returns Center is easy. If you use Shopify, just add our app from the app store and follow the instructions to start the short set-up process. The returns functionality is also available as a standalone solution which works on any platform. If you are interested in this option please contact us and we’ll provide you with further instructions as to how to set this up.
1.2 Accepting these terms: If you download our app from the Shopify app store, your installation and use of the app constitutes your acceptance of these terms and conditions. If you sign up for our standalone solution, as part of the set-up process you will be asked to agree to these terms. In either case, your acceptance of these terms forms a legally binding contract between you and us.
1.3 Existing users: If you are an existing user of Sorted Shipping & Returns Center and you are seeing these terms when you access Sorted Shipping & Returns Center, this is because these are new terms which you are required to accept to continue using Sorted Shipping & Returns Center. By continuing to use Sorted Shipping & Returns Center, you agree to be bound by these terms and your continued use forms a legally binding contract between you and us on these terms.
1.4 Registration information: You must ensure that the information you provide when you register is complete and accurate, as we will rely on the information that you provide. You must not include any additional information in the registration form other than that which is requested.
1.5 Eligibility: To use Sorted Shipping & Returns Center, you must be a retailer (or other organisation which needs to ship or receive parcels) and located in one of the countries we operate in. You must only create one account with us, and you must not re-create an account if we have previously closed your account (unless we agree that you can).
1.6 Special requirements: We hope that our standard packages and terms will be suitable for most businesses. However, we appreciate that some businesses may have special requirements which do not fall within our standard terms. If you are shipping a substantial number of packages each day, you may also be interested in our enterprise solutions. If either of these points apply to you, we’d love to have a chat with you to see how we can help.
1.7 Configuring Sorted Shipping & Returns Center: Once your account has been activated you can follow the easy set-up process to customise Sorted Shipping & Returns Center to your requirements, including choosing your shipping options, adding your branding to the returns portal and choosing how you would like returns to be handled.
2 THE DASHBOARD AND RETURNS PORTAL
2.1 Availability: We will use our reasonable efforts to make the dashboard available at all times and, if you have set up the returns functionality, the returns portal. However, we may occasionally need to disable part or all of the dashboard or returns portal for maintenance purposes. Where this is necessary, we will do our best to minimise disruption.
2.2 Functionality: The functionality of Sorted Shipping & Returns Center is described in the documentation. However, we’re constantly looking to improve the service so from time to time we will make changes to the dashboard and the returns portal, such as improving functionality and usability, adding new features, removing obsolete features, fixing errors, improving stability and addressing feedback received from customers. We will of course aim to minimise any disruption caused as a result of implementing such changes.
2.3 Getting the most out of the service: The dashboard and the returns portal are designed to work with the latest version of all major browsers (Chrome, Microsoft Edge, FireFox and Safari). Whilst the dashboard and returns portal may work with other browsers or older versions of the listed browsers, we cannot guarantee that they will function as expected. We also cannot guarantee compatibility if the user has plug-ins installed or non-standard settings selected in the browser.
2.4 Backing up your data: As with any responsible service provider, we carry out regular back-ups of data stored by the service and, in the unlikely event of data loss, we will do our best to promptly restore from back-up. However, our service is not intended as a long-term storage or archiving solution, so we recommend you regularly take a copy of any important data that you want to keep safe and store that data using your own facilities.
2.5 Carrier data: Our ability to offer tracking and monitoring in respect of shipments and returns is dependent upon the relevant carrier providing us with complete and accurate data. We cannot be responsible for any errors or omissions caused by a carrier failing to provide us with the data we need or providing us with incomplete or inaccurate data.
2.6 Authorised users: We do not impose a limit on the number of users who can access the dashboard on your behalf. However, you must only grant access to the dashboard to your employees and contractors.
2.7 Your responsibility: You will be responsible for any activities carried out by anyone accessing the dashboard using your access credentials (whether or not that access was with your permission).
2.8 Acceptable use: You must ensure that anyone accessing the dashboard using your account credentials:
2.8.1 uses the dashboard in good faith and in the manner in which is intended;
2.8.2 does not use the dashboard in any way that breaches any applicable law or regulation, is intended or likely to harm anyone, may damage our reputation or is fraudulent;
2.8.3 does not access without authority, interfere with, damage or disrupt any part of the dashboard, any equipment or network on which the dashboard is stored, any software used in the provision of the dashboard or any third party equipment, network or software; or
2.8.4 does not attempt to circumvent any security measure or other restriction or 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, or to attack the dashboard via a denial-of-service attack or a distributed denial-of service attack.
2.9 Security: The security of Sorted Shipping & Returns Center is extremely important to us. To help us keep it secure, it’s vital that you keep (and make sure that your users keep) all passwords and other access credentials secure. You must let us know immediately if you have any reason to believe or suspect that the access credentials for any account may have been compromised or that any unauthorised person has accessed Sorted Shipping & Returns Center using your access credentials.
2.10 Our right to suspend: We will be entitled to suspend access to the dashboard and/or the returns portal without responsibility to you immediately and without notice if we reasonably believe that:
2.10.1 not doing so may risk the security, integrity or operability of the dashboard or returns portal or any part of the dashboard or returns portal, cause harm to any third party or give rise to a claim against us; or
2.10.2 you have breached these terms in any way.
If we do suspend access as described in this paragraph 2.10 we will let you know the reason for the suspension and what steps you need to take so that the suspension can be lifted, and we will reinstate access once the issue has been resolved.
3.1 Requesting a shipment: Shipping a parcel with Sorted Shipping & Returns Center couldn’t be easier. Once you have set up the shipping functionality, you will have access to a dashboard where you can select the order you want to ship and choose when you would like it to be collected. Package the parcel securely and follow any instructions given by the carrier (including attaching any label provided), then just wait for the parcel to be collected.
3.2 Collection of the parcel: For maximum convenience Sorted Shipping & Returns Center offers you the opportunity to decide when the parcel will be collected. Please make sure that someone is available at your chosen collection location at the time you’ve chosen to hand the package to the carrier. If the carrier is unable to collect the parcel at the selected time, you will need to book a new shipment through the dashboard and pay another fee.
3.3 Delivery timescales: We offer a range of shipping options, each of which have different delivery time targets. Most parcels are delivered within the advertised timescales, but we are unfortunately unable to offer any refund or credit for parcels which are delivered late unless this is expressly provided for in the terms of that shipping option (and the refund or credit is received by us from the carrier). If the parcel has not been received within five working days of the expected delivery date, please check the dashboard for an update. See paragraph 7 if you believe the parcel has been lost.
3.4 Delivery of the parcel: Our carrier will deliver the parcel to the requested address and, where relevant for the selected shipping option, will obtain evidence that the delivery has taken place. If it is not possible to make delivery (for example because there is nobody at the address to accept delivery or the address is inaccessible) our carrier may, in its discretion, make one or more further attempts to deliver the parcel or offer the recipient an alternative option, such as collection from a pick-up point.
3.5 Undelivered items: If our carrier is unable to deliver the parcel to the requested address (or arrange for the recipient to collect by another means), our carrier will attempt to return the parcel to you at the location the parcel was collected from you. Should this be unsuccessful, our carrier may sell or destroy the parcel. Surcharges may apply if our carrier is unable to deliver the parcel to the intended recipient (see paragraph 14.4).
4.1 Using the returns portal and dashboard: If you have set up the returns functionality, we will make a returns portal available for your customers to access over the internet to enable them to arrange returns and will make a dashboard available to you and your representatives to enable you to track returns, access analytics and manage your account.
4.2 Arranging a return: Where one of your customers makes a request through the returns portal to return a parcel, we will make arrangements for that return with one of our carefully selected carriers and will provide details to the customer as to how the parcel should be returned.
4.3 Returning the parcel: Provided that your customer carefully follows the instructions and hands the parcel to our carrier, we will arrange for that parcel to be transported to your designated returns location.
4.4 Timescales for return: Our target is to deliver all parcels to the designated returns location within three to five working days of our carrier receiving the parcel. However, we are unfortunately unable to provide any commitments regarding timescales and in some circumstances, particularly where circumstances happen which are outside our or our carrier’s control or where there is exceptional demand, it may take longer. If the parcel has not been received within five working days, please check the dashboard for an update. See paragraph 7 if you believe the parcel has been lost.
4.5 Accepting a return: You must ensure that there is someone available at your designated returns location at all times during normal business hours to accept delivery of the return. If our carrier cannot deliver to your designated returns location, it may (in its discretion) make one or more further attempts to deliver or may attempt to return the parcel to your customer and, if it cannot return the parcel to your customer, may sell or destroy the parcel. Failure to accept delivery may also attract surcharges (see paragraph 14.4).
5.1 Prohibited items: Whilst our carriers will transport a wide range of different products, there are some items that our carriers refuse to carry. You must ensure that our service is not used to ship or receive any items of this nature. This means that you must check the list of prohibited items provided by the relevant carrier(s) and, if you are selling any products which are prohibited by a carrier, you must either choose an alternative carrier which allow those products (if available) or make alternative arrangements and not ship or accept returns of those products through our service. Details of which items are prohibited can be found on our website.
5.2 Parcel weight and size limitations: Our carriers will generally impose limitations on the weight and/or size of packages that they are prepared to carry. Please check our website or contact us for information on any limitations. You should not use a carrier for the shipment or return of products which exceed its permitted weight or size limits. You must also inform your customers of these limitations as otherwise customers may return products in different packaging or combine products into one return and therefore returns may exceed the weight or size of the original parcel. Attempting to send a parcel in excess of permitted weight or size limits may result in refusal of that parcel (see paragraph 5.3) and/or a surcharge (see paragraph 14.4).
5.3 Refusal of parcel: Our carriers may refuse to accept a parcel if they believe that the parcel contains a prohibited item, exceeds the maximum weight or size permitted, does not have the appropriate label attached in the correct way (where applicable) or that you or your customer has otherwise not followed the carrier’s instructions. We will have no responsibility to you for rejected parcels and no refund can be issued in these circumstances.
6 SERVICE STANDARDS
6.1 Our promise to you: We’re proud of the services we provide, and we promise that we will always:
6.1.1 use reasonable skill and care in providing the services to you;
6.1.2 use our reasonable efforts to provide the services in the way described in our documentation; and
6.1.3 ensure that our carriers take reasonable care of any parcels that are sent or returned through our service.
6.2 What to do if something goes wrong: In the unlikely event that you experience a problem with our services, please contact us immediately and provide full details of the issue. We will promptly investigate your report and will get back to you as soon as we can with the outcome of our investigation. If the problem is as a result of fault on our part, we will resolve the situation (in our reasonable discretion) as soon as reasonably and commercially practicable. Please also see paragraph 7 of these terms for information about lost or damaged parcels.
6.3 Support: Any support requests should be raised with our support team using the contact details provided from time to time. We aim to deal with all support requests promptly, but please be aware that the time it takes to resolve any issue will depend on various factors such as the severity and complexity of the issue.
7 LOST OR DAMAGED PARCELS
7.1 Reporting lost parcels: If a parcel does not arrive as expected, the first thing to do is to check the dashboard to check the current status of that parcel. It is rare for parcels to be lost and the vast majority of delayed parcels will ultimately arrive at the designated location. However, if the tracking is showing that the parcel is lost, or the parcel still does not arrive despite a reasonable amount of time having passed, please contact us to report the parcel lost.
7.2 Reporting damaged parcels: It is important that all parcels are checked as soon as you can following receipt. When using Sorted Shipping & Returns Center for shipping, please ask the recipient to check and let you know of any damage as soon as possible. When using it for returns, please check any returns as soon as you receive them. If any damage is identified, ensure that this is recorded in as much detail as possible (including photographs) and report the damage to us as soon as possible.
8.1 Eligibility for compensation: Compensation is available for parcels which are lost and damaged whilst being returned to you, and on some (but not all) of our shipment services. If you require compensation to be available for a shipment you are making, please ensure that you select an appropriate shipping option. For services where compensation is available, you will be eligible for compensation in respect of any loss or damage to a parcel provided that:
8.1.1 you are able to prove, to our and our carrier’s reasonable satisfaction, that the loss or damage occurred during transportation by our carrier;
8.1.2 you complied with the timescales set out in paragraphs 3 and 8.4;
8.1.3 the loss or damage was not caused by an excluded cause, as described in paragraph 6; and
8.1.4 the loss or damage is not to an excluded item, as described in paragraph 7.
8.2 Amount of compensation: If you are eligible for compensation (see paragraph 1), we will pay you the cost value of the lost or damaged products (or the cost of repairing damaged products, if less), up to the level of the compensation cap. For shipments, the maximum compensation payment is as shown for the shipping option you select (where compensation is available). For returns, the maximum compensation payment is £50 per parcel (unless you have purchased enhanced compensation). If you have purchased enhanced compensation, the cap will be the amount that we have agreed with you.
8.3 Time limit for reporting loss or damage: All loss or damage must be reported to us within 10 days of the parcel being handed to the carrier. Whilst we will do our best to help you if you report damage after this time, we will not usually be able to pay compensation for loss or damage reported outside this timescale.
8.4 Supporting evidence: Please include as much supporting evidence as you can with your report, including photographs of any damage and evidence of the cost value of the lost or damaged products (or the cost of repairing damaged products, if less). If we ask you for any additional supporting evidence, you must provide that additional evidence within five days of our request.
8.5 Large loss event: In the unlikely scenario that a large number of parcels are lost or damaged in a single incident (for example, theft or fire affecting the carrier’s sorting or service centres or the carrier’s vehicles) additional limits may apply to the amount of compensation we can recover from our carrier and therefore the amount of compensation that we can pay you. If this is the case we will let you know as soon as we can and we will ensure that any compensation received from our carrier is fairly allocated.
8.6 Excluded cause: We will not pay compensation for loss or damage caused by or related to:
8.6.1 an event which was outside our control and the control of our carrier;
8.6.2 the package being confiscated, requisitioned or destroyed by, or at the request of, a government, public or local authority or similar body;
8.6.3 the package being seized, forfeited, detained or restricted pursuant to a court order or other legal process;
8.6.4 any fraud, error, act, omission, mis-statement or misrepresentation by you, your representative or your customer;
8.6.5 a failure to properly package the products or to follow our instructions regarding arranging the shipment or return of the parcel; or
8.6.6 any other failure by you to comply with these terms.
8.7 Excluded items: Some items are excluded from the compensation cover. This includes any item which is a prohibited item (see paragraph 1) and any item which is of a fragile nature (as determined by us / our carrier). Other items may be excluded from compensation cover depending on the carrier. Please see our website for details.
8.8 Refusal of claim by carrier: If we believe that your claim meets the criteria set out in paragraph 1 and is therefore eligible for compensation, we will do our best to pursue a claim with the carrier to recover compensation from the carrier. The carrier’s decision is final, and unfortunately we cannot pay any compensation to you where the claim is refused by the carrier for any reason.
9 INTELLECTUAL PROPERTY RIGHTS
9.1 Ownership: The dashboard, the returns portal and any other systems used in the operation of our service represent our, our licensors’ and our carriers’ valuable intellectual property. Nothing in these terms or otherwise operates to grant or transfer any rights in these systems to you, other than the right to use them to receive the service.
9.2 Suggestions and ideas: We’re always pleased to hear suggestions and ideas for how we can make Sorted Shipping & Returns Center even better. We will consider all suggestions for incorporation in a future release of Sorted Shipping & Returns Center. If we do make any improvements as a result of your suggestion, we will be the owner of the rights in that improvement and you will not obtain any ownership, exclusivity or other additional rights in Sorted Shipping & Returns Center as a result of having made that suggestion.
9.3 Your branding and content: You will retain all rights in your own branding and any content that you upload to Sorted Shipping & Returns Center. You agree that we will have a non-exclusive royalty free licence to use your branding and content for the purposes of providing Sorted Shipping & Returns Center and the support services (and, in the case of your branding, in publicity material).
9.4 Infringement claims: In the highly unlikely event that you receive a claim alleging that Sorted Shipping & Returns Center infringes any third party’s copyright, please let us know immediately. Provided that you do so and that you allow us to take control of the defence of that claim and provide us with reasonable cooperation, we will defend that claim at our own cost and pay any amounts that are awarded to the claimant in respect of that infringement or any amounts we agree to pay in settlement. You must not under any circumstances make any admission, concession or other statement regarding the claim to any party without our consent (doing so will immediately end our obligations under this paragraph 4 and entitle us to claim back from you any costs already incurred in defending the claim).
10.1 Per-parcel fees: You agree to pay a fee for each parcel shipped or returned using our service. The fee will be as shown on our website. In the case of shipments, this fee will be incurred as soon as you order the collection of the parcel. In the case of returns, this fee will be incurred only if the parcel is handed to our carrier (there is no fee if a customer requests a return but then does not return the parcel).
10.2 Premium features: You can use all of the standard features of Sorted Shipping & Returns Center at no additional charge – you just pay for each parcel shipped or returned. However, we may also offer premium features (for a small additional monthly fee) for those retailers looking to get the very most out of their Sorted Shipping & Returns Center experience. If you choose to sign up for one of our premium packages, you will pay the monthly fee in addition to the per-parcel fees for as long as you subscribe to that package.
10.3 Payment terms: We offer various methods of payment. The method(s) of payment available to you may differ depending on various factors, such as the country you are based in. Depending on which method(s) we offer to you and which you select, payment terms will be as follows:
10.3.1 Direct debit: We will collect the fees by direct debit in a single weekly payment (for shipments) or monthly payment (for returns). This payment will be collected from you each week or month and will relate to all fees incurred in the previous week or calendar month (as applicable). You must ensure that you have sufficient funds in your bank account to enable us to collect the direct debit. If we are unable to do so, we may suspend your use of the Sorted Shipping & Returns Center service, including access to the dashboard and returns parcel and/or the transportation of any parcels, until all outstanding sums due to us from you have been paid.
10.3.2 Purchase of pre-paid credit: You will purchase credit from us to put your account in funds. Each time you incur fees, these fees will be deducted from the credit purchased. You must ensure that your account always remains in credit. If you do not have sufficient credit in your account to pay an applicable fee, or if your account goes into debit, we may suspend your use of the Sorted Shipping & Returns Center service, including access to the dashboard and returns portal and/or the transportation of any parcels, until your account is brought sufficiently back into credit.
10.4 VAT: All fees are exclusive of VAT which is chargeable in additional at the prevailing rate where applicable.
10.5 Changes to fees: Our fees may be revised from time to time. If we revise our fees we will let you know. Any new per-parcel fees will apply to any collections ordered (in the case of shipments) or any parcels handed to our carrier (in the case of returns) on or after the date on which the revised fees take effect. Any new premium feature fees will apply immediately once the revised fees take effect. If you do not agree to the revised fees you should stop using the service and close your account.
11 CHANGES AND ACCOUNT CLOSURE
11.1 Upgrades: Where available, you can upgrade to a premium package (or to a higher level premium package) through the dashboard. Any upgrade will take effect immediately.
11.2 Cancelling a premium package: If you want to cancel your premium package and switch to a standard account with no monthly fee, or if you want to downgrade to a lower level premium package, you can do so on written notice to us. Usually we will require a 30 day notice period, although a longer notice period may be required for enterprise packages (if so, we will have notified you of the notice period when you signed up).
11.3 Account closure by you: You can close your account at any time on written notice to us. If you use Sorted Shipping & Returns Center for both shipments and returns, please specify whether you want to close your account entirely or only in respect of shipments or of returns. If you have a standard account with no monthly fee, your account closure will take place immediately. If you have a premium package, your account closure will take account at the end of your cancellation notice period (as described in paragraph 11.2).
11.4 Account closure by us: We will generally close an account if it has been inactive for at least 13 months. However, we reserve the right to close your account at any time on written notice to you. If you have a standard account with no monthly fee, we may close your account without any advance notice to you. If you have a premium package, we will provide you with at least the length of cancellation notice period you would be required to give us under paragraph 11.2, except that we will always be entitled to close your account immediately if you:
11.4.1 breach these terms in a way which cannot be remedied;
11.4.2 breach these terms in a way that can be remedied, but fail to do so within 14 days of us asking you to remedy the breach;
11.4.3 fail to pay any amount to us as it falls due or allow a pre-paid account to go into debit; or
11.4.4 make an arrangement with or enters into a compromise with your creditors, become the subject of a voluntary arrangement, receivership, administration, liquidation or winding up, applies to court for, or obtain, a moratorium under Part A1 of the Insolvency Act 1986, are unable to pay your debts or otherwise become insolvent or suffer or are the subject of any distraint, execution, event of insolvency or event of bankruptcy or any other similar process or event, whether in the United Kingdom or elsewhere.
11.5 Consequences of account closure: The following provisions will apply where your account is closed for any reason (if your account is closed only in respect of shipments or returns, but not both, the provisions will apply in respect of the part of your account which was closed):
11.5.1 any parcels which have already been handed to our carrier will be transported to the nominated location in the normal way and you will remain responsible for the fees in connection with these parcels;
11.5.2 where you have requested a collection or your customer has requested a return but the parcel has not been handed to our carrier at the time of account closure we may (but are not required to) cancel the shipment or return – any shipments or returns which are not cancelled will be dealt with and charged for in the normal way in accordance with these terms;
11.5.3 except where expressly stated to the contrary in these terms, any fees already paid are non-refundable;
11.5.4 any fees accrued up to the date on which your account is closed, and any other fees which are outstanding as at that date, will be payable immediately;
11.5.5 if your pre-paid account is in credit, we will refund you any balance due to you after any outstanding fees or other amounts due to us have been deducted;
11.5.6 if your pre-paid account is in debit, you must immediately pay the amount of the debit to us;
11.5.7 your access to Sorted Shipping & Returns Center will be withdrawn and you must not make any further attempt to access Sorted Shipping & Returns Center or allow any of your users to attempt to do so;
11.5.8 we will be entitled to delete any of your content from our servers;
11.5.9 any rights which have accrued as at termination will not be affected or prejudiced; and
11.5.10 any provision of these terms which is expressly stated to survive or implicitly surviving termination will remain in effect.
12.1 Keeping information confidential: You and we each agree to keep the other’s confidential information confidential and not to at any time:
12.1.1 use that information for any purpose other than to exercise rights and perform its obligations under these terms (or any other purposes as the other may expressly authorise in writing from time to time); or
12.1.2 disclose that information to any third party, except as otherwise permitted by these terms or with the other’s prior written consent.
12.2 Meaning of confidential information: For the purposes of these terms, confidential information is any know-how, trade secret, documentation or information (whether commercial, financial, technical, operational or otherwise) relating to your or our business, affairs, operations, processes, intentions, customers or suppliers and which is either marked as “confidential” or which the other was or ought reasonably to be aware was of a confidential nature, except that this paragraph 12 will not apply to any information that the recipient can demonstrate:
12.2.1 is in the public domain in substantially the same combination as that in which it was disclosed to the recipient other than as a result of a breach of these terms or any other obligations of confidentiality;
12.2.2 is or was lawfully received from a third party not under an obligation of confidentiality with respect to it; or
12.2.3 was developed independently of and without reference to confidential information disclosed by the other.
12.3 Legally required disclosure: You or we may disclose the other’s confidential information where and to the extent required to do so under operation of law, by court order or by any regulatory body of competent jurisdiction provided that, except where legally prohibited from doing so, whichever of us intends to make the disclosure must:
12.3.1 provide the other with at least ten (10) days’ written notice of its intention to make the disclosure, the notice specifying the confidential information concerned and the nature of the disclosure obligation; and
12.3.2 take into account the reasonable requests of the other in relation to the content, nature and form of the disclosure.
12.4 Permitted recipients: You and we are entitled to divulge the other’s confidential information to our respective employees, agents, directors, officers, authorised sub-contractors, professional advisors and consultants who have a need to know the same in connection with these terms, provided that the recipient must ensure that such persons are aware of, and must ensure that such persons comply with, these obligations as to confidentiality.
13 Data protection
13.1 Compliance with data protection law: You and we each agree to comply with the provisions of any law applicable to the protection of personal data in effect from time to time, including the UK General Data Protection Regulation and the Data Protection Act 2018, to the extent it applies to each of us.
13.2 Meaning of specialist terms: Where we use the terms “process”, “personal data”, “controller”, “processor” and “data subject” in this paragraph 13, they have the same meaning which is given to them by the UK GDPR.
13.3 Types of personal data processed: The types of personal data that we expect we may process on your behalf in connection with your use of Sorted Shipping & Returns Center are the names, addresses, email addresses and phone numbers of your customers.
13.4 Nature of processing: We will process personal data on your behalf only:
13.4.1 for the purposes of undertaking our obligations and exercising our rights in connection with your use of Sorted Shipping & Returns Center;
13.4.2 in accordance with these terms and your instructions (provided that such instructions are within the scope of our obligations under these terms) unless otherwise required by law or any regulatory body (in which case we will, where permitted, inform you of that legal requirement before processing); and
13.4.3 whilst you have an account with us (and following termination of that account to the extent required to perform any post termination obligations).
13.5 Confidentiality of processing: Where we are processing personal data on your behalf, we will ensure that this is only done by persons authorised to process your personal data and who are subject to a duty of confidence in respect of any such personal data to which they may have access.
13.6 Lawfulness of processing: You confirm that:
13.6.1 you have ensured that you have an adequate legal basis to use Sorted Shipping & Returns Center for the processing activities that we are to carry out on your behalf (for example, by completing a legitimate interests assessment) and have provided any required transparency information to your customers and users; and
13.6.2 you have otherwise fulfilled your obligations to data subjects to ensure that any processing by us of personal data on your behalf will not contravene any data protection law or infringe the rights of the data subject or any third party,
and you will indemnify, keep indemnified and hold us harmless against all claims, demands, penalties, fines, actions, costs, expenses, losses and damages suffered or incurred by or awarded against us arising from or in connection with any breach by you of this paragraph 13.6 or otherwise as a result of us processing personal data on your behalf in accordance with paragraph 13.4.
13.7 Our processing obligations: Where we are processing personal data on your behalf, we agree that we will:
13.7.1 implement such security measures as are required to enable the personal data to be processed in compliance with the obligations imposed by article 32 of the UK GDPR;
13.7.2 not to transfer the personal data outside of the United Kingdom except in accordance with data protection law;
13.7.3 notify you without undue delay on becoming aware of a personal data breach and cooperate with you to resolve such issue; and
13.7.4 at your expense, provide such assistance as you may reasonably require to assist you to comply with your obligations to keep the personal data secure, allow you to inform a regulatory authority or data subject of a personal data breach, conduct a data protection impact assessment, consult with a regulatory authority regarding the processing of your personal data and/or respond to requests made by data subjects pursuant to data protection law.
13.8 Appointment of sub-processors: You authorise us to appoint sub-processors from time to time provided that we will impose upon any sub-processor (and ensure any sub-processor’s compliance with) terms equivalent to those imposed on us by this paragraph 13 as if the processing being carried out by the sub-processor was being carried out by us (and we will be responsible for the acts and omissions of such sub-processors as if they were our own acts and omissions). A list of our sub-processors is available on our website and we may update that list from time to time to notify you of changes to our appointed sub-processors.
13.9 Audit: From time to time whilst you have an account with us we will (upon your written request):
13.9.1 provide details in writing of the data processing activities carried out on your behalf; and
13.9.2 on reasonable notice allow you to audit our compliance with these terms (subject to any reasonable requirements or restrictions that we may impose to safeguard the personal data we hold on behalf of other clients and/or avoid unreasonable disruption to our business).
13.10 Return or deletion of personal data: Following the closure of your account we will return or delete all personal data which we were processing on your behalf (and delete any copies, save to the extent retention is required by law or for record-keeping purposes or we are entitled to retain it in our capacity as a controller of that personal data).
14.1 Limited warranties: We do not offer any warranties or remedies other than those described in these terms. Specifically:
14.1.1 paragraph 2 sets your sole and exclusive remedies for any non-compliance in the provision of the services;
14.1.2 paragraph 2 sets out your sole and exclusive remedies for any loss or damage to a parcel;
14.1.3 paragraph 4 sets out your sole and exclusive remedies for any alleged infringement of a third party’s copyright; and
14.1.4 all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise are excluded to the fullest extent permitted by law.
14.2 Mutual limitations and exclusions of liability: Subject to paragraph 5 below:
14.2.1 your and our respective total aggregate liability in respect of all causes of action arising out of or in connection with your use of Sorted Shipping & Returns Center (whether for breach of contract, strict liability, tort (including negligence), misrepresentation or otherwise) will not in any year exceed the total fees paid or payable during the preceding year (in respect of any causes of action arising in the first year, the limit will be the total fees paid or payable during the first year); and
14.2.2 neither you nor we will not be liable for any claim arising out of or in connection with your use of Sorted Shipping & Returns Center to the extent that it relates to loss of profits, goodwill, business opportunity or anticipated savings, loss of data, injury to reputation, wasted management time or indirect, consequential or special loss or damage regardless of the form of action (whether for breach of contract, strict liability, tort (including negligence), misrepresentation or otherwise) and regardless of whether it knew or had reason to know of the possibility of the loss or damage in question.
14.3 Annual period for calculation of liability cap: Where we refer to a “year” we mean a 12 month period, the first year commencing on the date your account is activated and each subsequent year commencing on an anniversary of that date. The last year will end on the date that your account is closed and any causes of action arising after that date will be treated as having arisen in the final year.
14.4 Liability to carriers: You will be responsible for any additional amounts we become liable for to carriers (including surcharges, damages or agreed settlements of claims) as a result of your breach of these terms or other wrongful act or omission or any misuse of the service by you or your customers, including sending prohibited items (in the case of returns, this applies whether or not the prohibited item is a product you sent to the customer) or failing to comply with the instructions provided to you or sent to a customer as to how to send a parcel. Where we pass on a carrrier surcharge to you, an administration fee of £5 will also be charged.
14.5 Uncapped liability: Nothing in these terms will limit or exclude your or our liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, and/or for any other loss or damage the exclusion or limitation of which is prohibited by English law, or your liability to pay the fees.
15 EVENTS OUTSIDE OUR CONTROL
15.1 Relief: We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these terms that is caused by events outside our reasonable control.
15.2 Examples of events which are outside our control: This includes any act, event, non-happening, omission or accident beyond our reasonable control which would make it impossible, impractical or materially more onerous or expensive for us to perform the affected obligations and includes civil commotion, terrorist attack, fire, malicious damage, epidemic or pandemic, storm, flood, strike, lock-outs, other industrial action or other shortage of available staff, impossibility of the use of public or private telecommunications networks, or interruption or failure of utility service, malicious activity against computer systems such as unauthorised access, computer virus or denial of service attack, other illegal or unlawful actions of third parties, acts or omissions of other retailers and/or their users or non-performance by suppliers, subcontractors or agents and the acts, decrees, legislation, regulations, policy or restrictions of any government or public authority.
15.3 Effect: Our obligations will be suspended for the period that the event continues, and we will have an extension of time for performance for the duration of that period. We will use reasonable efforts to bring the event to a close or to find a solution by which our obligations under these terms may be performed despite the event.
16.1 Non-solicitation: You and we each agree not to knowingly directly or indirectly employ or engage or make an offer of employment or engagement to any person employed or engaged by the other in relation to your use of Sorted Shipping & Returns Center, save as a result of a genuine general recruitment campaign or advertisement. This restriction applies whilst you have an account with us and for six months after it is closed.
16.2 Contractual notices: Any contractual notices should be delivered either by pre-paid first class post or email as follows:
16.2.1 Notices to us: Clicksit App Limited c/o Sorted Group Limited, Fourth Floor, Blackfriars House, St Mary’s Parsonage, Manchester, M3 2JA / firstname.lastname@example.org – in either case marked for the attention of the CEO and Legal Director and marked “Urgent – legal notice”; and
16.2.2 Notices to you: the address or email address you provide to us through your account settings from time to time.
16.3 Entire agreement: These terms document the entire agreement between you and us and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between you and us, written or oral, relating to its subject matter. Each of you and we acknowledge and accept that, in entering into an agreement subject to these terms there has been no reliance upon any representation, undertaking or promise except as set out in these terms.
16.4 Nature of remedies: Neither you nor we will have any remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms. Neither you nor we will have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these terms.
16.5 No waiver: Your or our failure or delay to enforce or to exercise, at any time or for any period of time, any term of or any right, power or privilege arising pursuant to these terms does not constitute and will not be construed as a waiver of such term or right, remedy, power or privilege and will in no way affect either your or our right later to enforce or exercise it, nor will any single or partial exercise of any right, remedy, power or privilege preclude any further exercise of the same or the exercise of any other remedy, right, power or privilege.
16.6 Severability of terms: The invalidity or unenforceability of any provision of or any part of a provision of or any right arising pursuant to these terms will not in any way affect the remaining provisions or rights, which will be construed as if such invalid or unenforceable part did not exist.
16.7 Non-assignment: You may not assign, transfer, sub-contract or otherwise part with your account or any right or obligation under these terms without our prior written consent.
16.8 No third party rights: Nothing in these terms gives any rights to any person who is not a party to these terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
16.9 Meaning of “include”: Where these terms use the words “include”, “includes”, “including” and “included” (or similar), this means that they are giving an example of what may be included, but it is not necessarily an exclusive list.
16.10 References to law: Where these terms refer to a particular law, this means that law as it is in effect at the relevant time, so this includes any amendments or replacements of that law.
16.11 Updates to terms: We may amend these terms from time to time by notice to you. The revised terms will take effect on such date as we nominate, provided that such date must not be less than 30 days from the date of the notice (save where the change is required by law to take place earlier). If you do not agree to a proposed change, you must notify us in writing before the date on which the change takes effect, in which case your account will be closed on the day preceding the day on which the change takes effect and the change will not apply to you.
16.12 Law and jurisdiction: These terms (including any associated non-contractual disputes or claims) are governed by English law and you and we each hereby accept the exclusive jurisdiction of the English courts in relation to any dispute arising under or in connection with these terms, except that we will have the right to take action in the courts of any jurisdiction where you are incorporated, operate or have assets for the purposes of obtaining interim relief or enforcing judgments.