Terms of Service
1. Scope of the agreement
1.1 This agreements sets out the terms and conditions which govern the FP parcel shipping cloud service which includes shipping services and other products of FP Digital Business Solutions Ltd as between you (“Customer”, “You” or “Your”) and FP Digital Business Solutions Ltd (“FP”,"We", "Us" or "Our").
1.2 This agreement only governs the legal rights and obligations between the Customer and FP in relation to the registration of parcels, label printing and transmission of advance notices to the carrier (the “Service”). For shipping parcels, the transport agreement entered into by between the Customer and FP will be applicable; and to the extent of any inconsistency between the transport agreement and this agreement, the transport agreement will prevail. The Customer may also choose to enter into its own transport agreement between Customer and the applicable carrier.
2. Application of general terms and conditions
2.1 Any purchase or other conditions of the Customer shall not apply unless expressly accepted by Us in writing. Deviating agreements, subsequent supplementary agreements or amendments as well as (verbal) agreements and/or undertakings by employees, representatives or agents shall only be binding on FP if they have been confirmed by Us in writing.
2.2 All offers and other communications from FP shall be without obligation unless expressly stated otherwise by FP in writing.
2.3 The Customer guarantees the accuracy and completeness of the requirements, performance specifications and all other data, subject to which FP offers the Service.
2.4 If any provision of these general terms and conditions is null and void or is annulled, the other provisions of these general terms and conditions shall remain in full force and, with regard to the annulled or void provision, the purpose of this provision shall be adhered to as closely as possible. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this agreement is deemed deleted the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
2.5 A waiver of any right or remedy under this agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. Failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
2.6 In the business relationship between Us and Customer, P’s general terms and conditions of delivery may also apply which can be reviewed: at: https://hubeurope.com/terms-conditions/. Insofar as the business relationship relates to the use of the Service, in the event of any inconsistency these general terms and conditions shall prevail at all times.
3. Agreement, price and payment
3.1 This agreement applies from the moment the Customer places an order via the registration page and the Customer has logged in for the first time, or by signing this agreement. If the agreement is entered into within a promotional period, the agreement continues after any trial period unless terminated in writing prior to the end of the trial period.
3.2 If Customer has received a printer with a promotional price and then terminates the agreement during the trial or promotional agreement period, the Customer will then be obliged to pay the full standard printer price as set out in an invoice sent to Customer by FP.
3.3 All invoices shall be paid by the Customer in accordance with the payment conditions stated on the invoice. In the absence of specific conditions, the Customer shall pay FP within 30 days of the invoice date.
4. Service Availability
4.1 FP will use reasonable endeavours to ensure that where practical an advance notice of Service interruptions will be sent by FP to the Customer. There may be occasions when notice is not given or unscheduled Service interruptions occur such as, without limitation as necessary for maintenance and upgrades.
4.2 FP will use reasonable endeavours to keep the Service available for the Customer. FP disclaims all liability for any direct or indirect damage that the Customer might incur as a result of the unavailability or discontinuation of the Service.
5. Security
5.1 Access to the Customer database and other Customer data is password protected. FP provides a daily backup of the Customer's data and ensures that the client's data at FP is only available to those users that the Customer has granted access. The Customer is obliged to keep his passwords in such a way that they are not lost or misused (including without limitation allowed others to have access to these passwords).
5.2 FP disclaims all liability in relation to the consequences of Customer’s loss or misuse of its passwords; and Customer indemnifies FP for all losses incurred by FP for such loss or misuse.
6. Support - additional options
6.1 If You select to take out a service subscription You will be provided with basic user support through the following channels (as further detailed in the application form):
- On the phone
- By e-mail
- Access to download user documentation and other available help documents
6.2 If You do not take out a Service subscription option You are required to provide Your own service support. If You do not take out a Service subscription, assistance will be limited to instructions necessary to engage in the Service, limited support to fix FP generated problems and limited instruction when the Customer needs to use new functions.
6.3 For work not covered by the Service subscription, the Customer will be invoiced according to the time taken to provide support, at the then applicable hourly rate. Some examples of work not covered by the Service subscription for which the Customer will be charged, without limitation, are:
- For remote control of the customer's PC, using Teamviewer, Teams call or similar,
- Work on APIs and other similar technical work,
- On-site assistance,
- Training and
- Hardware repair and support (hardware includes printers and scales).
7. Archive and storage
On written application by Customer, FP will provide the Customer with details of its use of the Service for the previous two (2) years.
8. Data Protection
For details of how Customer’s personal data is collected, used, disclosed and what choices the Customer has regarding its personal data see Our Privacy Statement at (https://www.myfrancotyp.com/shipuk/privacy-policy).
9. Liability
9.1 Nothing in this agreement limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
9.2 Subject to clause 9.1, FP disclaims all liability arising from:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.
9.3 Subject to clauses 9.1 and 9.2, FP’s aggregate liability to Customer shall not exceed the price paid by the Customer for its subscription during the previous 12 months.
10. Intellectual Property
In relation to the provision of the Service (“Deliverables”):
(a) FP and its licensors shall retain ownership of all Intellectual Property Rights (meaning all patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world) in the Deliverables, excluding the Customer materials.
(b) Customer has no rights in the Intellectual Property of the Deliverables except where expressly granted in writing by FP.
(c) Customer undertakes not to use the Service to gain unauthorised access to information from FP.
11. Variation to terms and prices
11.1 We reserve the right to amend the terms and conditions of this agreement. Any such change may be made subject to one (1) months' written notice. Changes will be notified by e-mail to the e-mail address provided when registering Customer Data.
11.2 Notwithstanding the general right to amend this agreement above, We are also entitled to make general price adjustments. Prices are based on various factors, including without limitation, rates, wages, taxes, duties and general costs, applicable at the offer or quotation moment. If after the order confirmation there is a change in one or more cost price factors, FP is entitled to adjust the agreed price accordingly.
11.3 The displayed rates (including the transport carrier prices and all related listed prices) on the website for Services (found at www.myfrancotyp.com/shipuk/) are subject to change periodically. If the rates for packages or other services of any carrier change, such change will be reflected in Our Services in accordance with the changes of the relevant carrier.
12. Measurement of subscription, and automatic change of level
12.1 FP has different subscription levels - Free, Starter, Professional, Business and Enterprise. Each subscription has a limited number of shipments allowed by each customer per month. You can read more about the different levels at (www.myfrancotyp.com/shipuk/register).
12.2 The basis for the subscription levels is the number of labels, parcels, address labels and test prints available for use per month. When the Customer reaches the limit of his subscription level, no more labels can be created. The Customer has the option to increase its subscription level at any time, which gives room to create labels again. An invoice for the outstanding amount will be issued if the level change takes place during a subscription period that has already started.
13 Termination
13.1 The agreement is valid for one month or one year from the registration of the subscription, depending on the plan duration selected during registration. The subscription continues on a rolling monthly or annual basis until terminated by either party on one (1) month’s written notice.
Notice of termination may be sent by post to:
FP Digital Business Solutions Ltd, 74 Questor, Powdermill Lane
Dartford, Kent, DA1 1EF
13.2 We may immediately terminate the agreement in writing at any time and without notice on the transport carrier's order or at Our sole discretion in the event of Your misuse of any part of the Service or Your breach of the agreement; in such cases any prepaid fees will not be refunded.
14. Instructions and/or (offer) conditions of Carriers
14.1 Where the transport carrier provides instructions and/or conditions in relation to any part of a service they provide (including without limitation those set out in clauses 14.2 to 14.5 below), the Customer undertakes to comply with any and all such instructions and/or conditions.
14.2 The instructions and/or conditions of the transport carrier EVRI, can be reviewed and downloaded at: https://www.evri.com
14.3 The instructions and/or conditions of the transport carrier DPD, can be reviewed and downloaded at: https://www.dpd.co.uk
14.4 The instructions and/or conditions of the transport carrier UPS, can be reviewed and downloaded at: https://www.ups.com/gb/en
14.5 The instructions and/or conditions of the transport carrier Collect+ (Yodel), can be reviewed and downloaded at: https://www.yodel.co.uk
15. Governing law and jurisdiction
This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.