Platform Terms

PART A – TERMS THAT APPLY TO ALL USERS

DEFINITIONS AND INTERPRETATION
1. The definitions in Part D apply in these Terms.
2. Interpretation:
  1. A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
  2. The terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and a reference to writing or written includes emails.
  3. No rule of construction shall apply in the interpretation of this agreement to the disadvantage of one party on the basis that such party put forward or drafted this agreement or any provision of this agreement.
ABOUT VCL TRADING EUROPE LIMITED
1. We are VCL Trading Europe Limited (“VCL”), the provider of FLOX Services, an on-demand logistics services orchestration platform that introduces Service Recipients who need logistics, warehousing or other associated services to Providers of those services. FLOX is hosted on https://www.flox.is/ and operates as an online marketplace.
2. The Platform is VCL’s platform where Providers sell Provider Services to Service Recipients. Providers may promote, advertise, offer and contract for the sale of Provider Services and supply services to Service Recipients on the Platform.
3. The Platform acts as an intermediary platform with functionality which allows Providers to contract directly with Service Recipients, and through its operation of the Platform, VCL acts in its capacity as agent of the Provider and Service Recipient in the submission of Orders by Service Recipients, the acceptance of such Orders by the relevant Provider(s) and the entry into the resulting Provider Services Agreement (incorporating the relevant Service Terms) between the Service Recipient and Provider(s).
4. Whilst VCL may on occasion provide ancillary services for the fulfilment of the Provider Services Agreement, VCL does not in any circumstances act as the agent or representative of either the Service Recipient or the Provider in relation to the delivery of any Provider Services. VCL does not have any access to any Provider Services advertised by Providers and VCL has no involvement in the performance of the contract between Service Recipients and Providers.
5. FLOX's services are as described and accessible at the Site and at any other websites through which FLOX makes the FLOX Services available.
6. To contact VCL, including making any comments or complaints regarding the FLOX Services, please write to VCL by email at: support@FLOX.is.
ABOUT THESE TERMS
1. These terms and conditions (the “Terms”) set out the basis on which VCL provides the FLOX Services to you (whether you are acting as a Service Recipient or as a Provider) and are split into five Parts:
  1. Part A applies to both Service Recipients and Providers, at all times;
  2. Part B additionally applies when you are using the Platform as a Service Recipient;
  3. Part C additionally applies when you are using the Platform as a Provider;
  4. Part D applies to all parties and contains definitions used throughout these Terms;
  5. Part E applies to both Service Recipients and Providers when an Order is placed and/or a Provider Services Agreement (or Add-On Services Agreement) is entered into between them.
    Please read these Terms carefully before using the FLOX Services.
2. By using the FLOX Services, you agree to be bound by these Terms, which shall apply to the exclusion of all other terms and conditions (including any terms or conditions which you may purport to apply under any quotation, offer, acknowledgement, correspondence, or any other document issued by you). VCL recommends that you print a copy of these Terms for future reference.
3. If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and to enter into contracts with Providers and Service Recipients (as applicable) on behalf of such company or other legal entity, and that you are entitled to authorise VCL to do so as agent through VCL’s operation of the Platform. In such circumstances, the words “you” and “your” in these Terms will refer and apply to that company or other legal entity.
4. If you do not agree to these Terms, you must immediately cease using the FLOX Services and not provide or receive Provider Services.
5. The FLOX Services are intended for use in a business context only and you must only exercise the rights granted to you hereunder only for your internal business purposes. The FLOX Services are not permitted to be used by individuals for domestic, household, or private purposes or otherwise as a consumer, and they are not permitted for use by businesses to provide delivery or other services to a consumer. Accordingly, Regulation (EU) 2019/1150 of the European Parliament and of the Council of 20 June 2019 on promoting fairness and transparency for business users of online intermediation services (as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018) do not apply to these Terms.
6. Wherever you use FLOX Services from, you agree that you will only use the FLOX Services and the Site in a manner consistent with these Terms and any and all applicable local, national and international laws and regulations. To the extent that your use of the FLOX Services is not legal in your territory, you may not use the FLOX Services or the Site.
7. The relevant Provider and the Recipient are responsible for bearing any expenses incurred in relation to their use of the FLOX Services and in relation to any Provider Services Agreement entered into pursuant to them. These expenses shall include the payment of tax, customs or duties (including for the export and import of goods) and you hereby indemnify VCL against all liabilities, costs, expenses, damages and losses (including 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) suffered or incurred by VCL arising out of or in connection with any claim made against VCL in respect of your failure to comply with any statutory, administrative, taxation, customs or other obligation or requirement concerning the payment of tax, customs or duties relating to a Provider Services Agreement.
8. You are responsible for making all arrangements necessary for you to have access to the FLOX Services, and you shall solely bear any expenses incurred in making such arrangements.
9. These Terms incorporate the following additional terms, which also apply to your use of VCL’s Site and the FLOX Services:
  - VCL’s Website Terms of Use, which sets out information about your registration and use of the Platform;
  - VCL’s Acceptable Use Policy, which sets out the permitted uses and prohibited uses of the Site. When using the Site, you must comply with this Acceptable Use Policy at all times;
  - VCL’s Privacy Policy;
  - VCL’s Cookie Policy, which sets out information about the cookies on VCL’s Site; and
  - the Service Terms. The relevant set (or sets) of Service Terms which apply to the Provider Services which are the subject of an Order will be incorporated into each Order and the resulting Provider Services Agreement which will be entered into between the Provider and Service Recipient in respect of that Order in accordance with the provisions of Part E of these Terms.
10. In the event of any conflict between any provision in any of the Parts of these Terms, the Service Terms, or a Provider Services Agreement or Add-On Services Agreement, the conflict shall be resolved in the following order of precedence (the highest priority listed first):
  - Parts A to D of these Terms;
  - Part E of these Terms;
  - the Provider Services Agreement or Add-On Services Agreement, incorporating the Order Data; and
  - the applicable Service Terms.
11. Where a sale and purchase of Provider Services between a Service Recipient and Provider is made using the Platform, a Provider Services Agreement will be entered into between the relevant Provider and the Service Recipient in accordance with these Terms. The Provider Services Agreement will incorporate the set of Service Terms which is applicable to the particular Provider Services which are the subject of that Provider Services Agreement (and more than one set of Services Terms may be applicable, as the case may be) in accordance with Part E of these Terms. VCL is not a party to the Provider Services Agreement and has no rights under a Provider Services Agreement, save in respect of its right to recover any FLOX Fees.
12. Each separate Provider Services Agreement shall be entered into as a standalone contract by both the Service Recipient and Provider accepting the Provider Services Agreement by clicking on the “accept” button on the Platform. The Platform will retain a time stamp confirming which user accepted the Provider Services Agreement, along with that user’s sign off rights. Once you become a registered user of the FLOX Services, you are able to view a history of the Provider Services Agreements you have entered into (including the applicable Pricing Schedules) in your Account.
13. VCL licence you to use the Platform and to receive and use the FLOX Services, as permitted in these Terms.
HOW TO BECOME A REGISTERED USER
1. Your use of the FLOX Services may be as a Service Recipient, a Provider or both. The same user Account may be used by you for both roles. Registration on the Platform provides you with an Account and by registering for an Account you agree to be bound by these Terms.
2. You can apply to become a registered user for FLOX Services here https://app.FLOX.is/register. During the application process:
  1. You warrant that you will provide VCL with complete and accurate information, including an irrevocable licence to all necessary Master Data required by VCL from time to time;
  2. You and VCL agree to only use and disclose the other’s confidential information as necessary for making and considering your application, and thereafter for the operation and use of the Platform; and
  3. Insofar as you have access to the Platform or VCL’s systems you agree to comply with all restrictions notified to you by VCL from time to time in relation to your use of the Platform and VCL’s systems.
3. The agreement between you and VCL governed by these Terms will come into force when VCL accepts your application. Acceptance of your application will be notified to you by email to the email address provided in the Master Data for your application.
4. Fake Accounts are not permitted.
5. Once your application for registration as a user of the Platform has been accepted by VCL and your Account has been created, you will be a registered user of the FLOX Services unless your Account is terminated in accordance with these Terms. Your Account must have an Account Administrator and you warrant that the number of Authorised Users will not exceed the number of permitted Authorised Users based upon your service tier. For more information on the number of Authorised Users permitted for each service tier, please visit https://www.FLOX.is/shippers-pricing or https://www.FLOX.is/logistics-service-providers-pricing.
6. You must, and you must ensure that each Account Administrator, treats any Account log-in details, user identification codes, passwords, or any other information used as part of VCL’s security procedures, as strictly confidential. You must not, and you must ensure that no Account Administrator, discloses it to any third party or authorise others to use your Account. You may not transfer your user Account to any other person or entity.
7. You should ensure that you exit from your Account at the end of each session. If you know or suspect that anyone other than you have obtained your user identification code or password and/or has accessed your Account, you must immediately notify VCL in writing by sending an email to support@FLOX.is.
8. VCL reserves the right to suspend or disable any Account, identification code or password, whether chosen by you or allocated by VCL, at any time if, in VCL’s reasonable opinion, you have failed to comply with any of the provisions of these Terms.
ACCEPTABLE USE OF THE PLATFORM
1. VCL requires Service Recipients and Providers to adopt the highest standards of conduct and performance in the use of the Platform and the provision and receipt of Provider Services. Accordingly, VCL requires all FLOX Service users to abide by VCL’s Acceptable Use Policy, the terms of which are incorporated into these Terms.
2. Please note that the provisions of the Acceptable Use Policy and this clause 5 apply not only in relation to the use of the Platform, but also in relation to the submission of any information about a user for the purposes of registration, any Master Data, any Order and the provision and receipt of Provider Services.
3. If you breach any of the provisions of the Acceptable Use Policy, or if VCL reasonably suspects that you have done so, your licence to access and use the Site or receive the FLOX Service will cease immediately. VCL may report any such breach to the relevant law enforcement authorities without further notice to you and VCL will co-operate with those authorities by disclosing your identity to them.
SERVICE RECIPIENT MATCH
1. In order to utilise the Platform, a Service Recipient may create a request (“Request”) for the desired Provider Services using the search filter functionality offered on the Site.
2. Once the Platform has processed the Request, using matching technology the Platform will automatically provide the Service Recipient with the live Rates for the requested Provider Services for the Providers that VCL reasonably believes will meet the Service Recipient’s requirements set out in the Request. VCL makes no representations, guarantees, warranties, or promises that the Site will identify all or any Providers that will meet the requirements of a Service Recipient’s Request, nor does VCL make any representations, guarantees, warranties, or promises that any Provider will receive any Requests.
3. Once a Service Recipient and Providers meeting the Service Recipient’s Request are matched, the Service Recipient may submit an Order to the Platform for a Provider’s Provider Services to the extent they are matched to the Request. VCL shall act as agent for the Service Recipient in submitting such Order to the relevant Provider, and as agent for the Provider in accepting such Order and entering into a Provider Services Agreement, in accordance with clause 8. Alternatively, Service Recipient may use the Information Exchange Interface in accordance with clause 7 for the purposes of negotiating the Rates and Scope of the Provider Services with the intention of submitting an Order and formalising and entering into a Provider Services Agreement in accordance with clause 8.
INFORMATION EXCHANGE INTERFACE
1. The Information Exchange Interface is a function of the FLOX Service made available to Service Recipients and Providers which allows Service Recipients to communicate with Providers following a Service Recipient Match.
2. VCL reserves the right to monitor, record, maintain, access, and review all interactions that take place on the Information Exchange Interface and to use, and to disclose such records in accordance with VCL’s Privacy Policy, as necessary to satisfy any applicable laws, regulations, court orders or other government requests. You are prohibited from inputting or otherwise distributing any personal data on the Information Exchange Interface.
3. No statements made in the Information Exchange Interface shall be capable of creating any legally binding obligation upon VCL and VCL shall not be responsible for any content or data created or posted on the Information Exchange Interface.
4. You are permitted to use the Information Exchange Interface solely to discuss Requests and Provider Services with the intention of considering, and placing an Order, and you shall not use the Information Exchange Interface for any other purpose. You agree that you shall not submit any offer which is capable of acceptance via the Information Exchange Interface, and any agreement reached pursuant to the Information Exchange Interface shall form the basis of additional terms to be incorporated into a Provider Service Agreement between the Service Recipient and Provider only if, as and when such a Provider Service Agreement is entered into using the Platform and only to the extent such terms do not contradict these Terms or any applicable Service Terms.
5. The Information Exchange Interface may be unavailable from time to time, including maintenance purposes, and VCL makes no guarantee or assurance that the Information Exchange Interface will be available, and VCL shall not be responsible for any errors, interruptions, deletions, or delays that you experience using the Information Exchange Interface.
6. VCL’s Acceptable Use Policy applies to each Contribution, and to any interactive services associated with it. VCL’s Acceptable Use Policy must be complied with in spirit as well as to the letter, and apply to each part of any Contribution as well as to its whole.
7. Failure to comply with VCL’s Acceptable Use Policy constitutes a material breach of these Terms and may (amongst other remedies) result in VCL’s suspension or withdrawal of your right to use the Site, termination of these Terms, VCL’s taking legal action against you and/or disclosure of such information to law enforcement authorities as VCL determine is necessary or as required by law.
8. VCL reserves the right to suspend or remove the Information Exchange Interface from the Site without notice and for any, or no, reason. VCL also reserve the right to terminate your access to the Information Exchange Interface at any time without notice and for any, or no, reason.
9. If you have any concerns or complaints or want to report an issue related to the Information Exchange Interface please contact VCL by email at: support@FLOX.is.
PROVIDER SERVICES AGREEMENT
1. In order to procure Provider Services, a Service Recipient will issue an Order to the Provider by confirming via the Platform that it wishes to place an Order for the selected Provider Services with the selected Provider. VCL shall act as agent for both parties for the purposes of issuing an Order submitted to the system on behalf of the Service Recipient, and accepting such Order on behalf of the selected Provider. After an Order is placed, VCL will issue an email to both the Service Recipient requesting the Order and the relevant Provider to notify both parties that the Order has been submitted. The Service Recipient may be required to pay a Deposit, in accordance with clause 10, as notified by the Platform. Acknowledgement that an Order has been placed does not mean that the Order has been accepted by the Provider.
2. Sometimes Orders may be rejected. For example, if the Order is mistakenly submitted and processed where a pricing error is obvious and unmistakeable and could reasonably have been recognised by the Service Recipient as a mispricing. VCL reserves the right to cancel all Orders which are mistakenly accepted.
3. Once an Order has been accepted by a Provider, by VCL acting as agent for the Provider, the Service Recipient and the Provider will be deemed to have entered into a binding Provider Services Agreement. Each Provider Services Agreement shall constitute a separate agreement between the Service Recipient and the Provider as contracting parties for the Scope of the particular Provider Services, at the Rates and on the basis of the Order Data and the applicable Service Terms which are specified by the Platform in the Pricing Schedule for the applicable Order.
4. The Service Terms and Pricing Schedule applicable to the Provider Services contained in that Order shall be deemed to be incorporated into the Provider Services Agreement (in accordance with and as amended by Part E of these Terms) and, (except where such terms or conditions contradict the Service Terms) any additional or supplemental terms or conditions agreed between the Service Recipient and Provider pursuant to the Information Exchange Interface.
5. When a Provider Services Agreement has been entered into between the Service Recipient and Provider, an email notification shall be sent by VCL to each of the parties, and a copy of the Provider Services Agreement, including the applicable Service Terms, Pricing Schedule and a transcript of any Contributions to the Information Exchange Interface shall be made available to the Service Recipient and Provider at the relevant section of the Platform within their Account. Such documentation shall be available for download by the parties to it, but no hard copies will be provided by VCL, and no electronic copies shall be sent by VCL by email.
6. Each of the Service Recipient and Provider agree to ratify any acts carried out by VCL as agent on their behalf, including the entry into the applicable Provider Services Agreement.
7. Cancellation and termination of Provider Services by the Service Recipient must be dealt with in accordance with the relevant Provider Services Agreement and/or Add-On Services Agreement (including the applicable Service Terms as amended by and in accordance with Part E of these Terms).
ADD-ON SERVICES
1. In the event a Service Recipient and Provider agree the provision of Add-On Services (via the Information Exchange Interface or functionality of the Platform provided for such purpose (such as via an API from external third-party platforms)), including, but not limited to, picking, packing, labelling and other fulfilment services as permitted by VCL from time to time:
  1. the Service Recipient and Provider must formalise the terms of such Add-On Services in an Add-On Services Agreement;
  2. such Add-On Services shall constitute Provider Services and the payment of the FLOX Fees shall additionally apply in relation to such Add-On Services; and
  3. these Terms shall apply irrespective of whether the Service Recipient and the Provider agree the provision of the Add-On Services using the Site.
2. VCL may facilitate a request by a Service Recipient, and acceptance of the request by a Provider, for the provision of Add-On Services, by VCL acting as agent. If such a request is agreed an Add-On Services Agreement shall be deemed to have been entered into between Service Recipient and Provider for the relevant Add-On Services, and the applicable Service Terms shall be deemed to be incorporated in to the Add-On Services Agreement (in accordance with and as amended by Part E of these Terms), including terms agreed between them in Contributions to the Information Exchange Interface, to the extent they do not conflict with such Service Terms.
3. Each of the Service Recipient and Provider agree to ratify any acts carried out by VCL as agent on their behalf, including the entry into the applicable Add-On Services Agreement.
4. From time to time, VCL may:
  1. modify the FLOX Services and the Platform by issuing updates; and
  2. make new features, functionality, applications or tools available in respect of the FLOX Services and the Platform, whose use may be subject to your acceptance of further terms and conditions.
    (“Enhanced Functionality”).
5. VCL shall give notify you of any Enhanced Functionality that becomes available. Any Enhanced Functionality may be outside of your service tier and may be subject to the payment of an additional FLOX Fee.
INVOICING AND PAYMENTS FOR PROVIDER SERVICES
1. Upon entry into a Provider Services Agreement, the Platform will automatically generate the Pricing Schedule on behalf of the Provider, specifying the applicable Rates and amount of the Deposit required to be paid by the Service Recipient. The Service Recipient shall then pay the Deposit, using the applicable payment functionality of the Platform prior to receiving any of the Provider Services. Payment of the Deposit shall be a condition precedent to the Provider Services Agreement, and in the event that such Deposit is not paid, Provider may and authorises VCL as its agent to, terminate such Provider Services Agreement (in part or in full). The Deposit paid by the Service Recipient shall not be refundable and shall be used in part payment of the Final Invoice payable by Service Recipient, in accordance with clause 10.iii.
2. Upon completion of the Provider Service, VCL’s Platform will automatically generate a proforma invoice on behalf of the Provider, as follows (a “Proforma Invoice”):
  1. in accordance with the actual Provider Services delivered over the invoice period, the applicable Rates specified in the Provider Service Agreement shall apply, together with the FLOX Fee;
  2. the Proforma Invoice is submitted to the Provider through the Platform for the Provider to confirm the details are correct, or to amend the details if any details are incorrect;
  3. upon confirmation by Provider, VCL shall, on behalf of the Provider, submit to the Service Recipient the finalised Proforma Invoice for the period with details for the Provider Services provided and the amount due (a “Final Invoice");
  4. in the event either party disputes the Final Invoice, the party disputing the invoice shall notify the other party by submitting details of the dispute using the applicable functionality of the Platform, within 10 (ten) days of the date of the Final Invoice, specifying the amount and nature of the dispute;
  5. the parties shall promptly attempt to resolve the dispute through good faith negotiations, and shall notify VCL promptly of the outcome of such negotiations via the Platform. If the parties are unable to resolve the dispute within 30 days of the initial notification, either party may initiate arbitration or such other dispute resolution procedure as may be permitted by the applicable Service Terms.
  6. the parties shall continue to perform their respective obligations under the Provider Service Agreement during the pendency of any dispute resolution process, unless and until the outcome of the dispute is determined by mutual agreement of the parties or by a final decision of an arbitrator, Court (or such other dispute resolution procedure as may be applicable);
3. Payments are processed as follows:
  1. VCL shall collect (as agent for the Provider), the Deposit and the balance of Final Invoice amounts due from the Service Recipient;
  2. the Service Recipient shall pay the Deposit and balance of Final Invoice amounts due to VCL (as agent of the Provider) using the applicable functionality of the Platform, within the standard payment terms of ten (10) days from the date of the Final Invoice;
  3. VCL may deduct the FLOX Fee (together with any VAT thereon) from any payments received from the Service Recipient, including the Deposit; and
  4. subject always to clause 10.iv, the Collaboration Gain shall be calculated on transaction-by-transaction basis, once all related Provider Service Agreements have been fully performed (or the time for performance has passed) and distributed within the subsequent payment cycle of VCL. VCL’s determination as to allocation shall be final, as notified by VCL to the relevant Authorised Users. Details of the Collaboration Gain calculation principles are set out on https://www.flox.is/collaboration-gain-sharing; and
  5. the remainder shall be distributed by VCL to the Provider, within thirty (30) days after payment of the Final Invoice has been collected by VCL in full in accordance with clause 10.iii(a) and 10.iii(b).
4. VCL shall not be liable for making any payment to the Provider unless and until payment of the Final Invoice has been collected by VCL in full in accordance with clause 10.iii(a) and 10.iii(b) and the FLOX Fees have been settled in full in accordance with clause 10.iii(c).
5. The Final Invoice shall be exclusive of all applicable VAT (or other sales tax) duties, levies and taxes, which shall be payable by the Service Recipient in addition, calculated at the appropriate rate and subject to receipt of a valid VAT invoice.
6. The Service Recipient will pay Demurrage at the rate specified in the Provider Services Agreement (including the applicable Service Terms) or, if not so specified as agreed with the Provider, if the vehicle used by or on behalf of the Provider to deliver the Goods is delayed for more than 30 minutes beyond the time reasonably needed for loading or unloading and demurrage and storage charges if delivery is refused.
7. Invoices must always contain or refer to the relevant Route and Despatch Service documents for the period.
INVOICING AND PAYMENTS FOR THE FLOX FEE
1. The applicable fees payable to VCL in respect of the provision of the FLOX Services are set out on the Site, including details of subscription tiers, and the commission rates applicable to Provider Services, and may be updated by VCL from time to time. Commission is calculated on the basis of the fees payable by the Service Recipient to the Provider pursuant to a Provider Services Agreement and any Add-On Services Agreement, and calculated in accordance with the pricing structures set out at https://www.FLOX.is/shippers-pricing and https://www.FLOX.is/logistics-service-providers-pricing (“FLOX Fee”).
2. Where applicable to the subscription tier for your Account, subscription fees will become due and payable on the first day of each subscription period.
3. The FLOX Fee will become due and payable to VCL on the same day that the Provider Services Agreement is entered into.
4. VCL shall be entitled to set off against the sums paid or payable by the Service Recipient pursuant to any Final Invoice (including the Deposit), any sums paid or payable by the Provider to VCL (including any FLOX Fees), together with any applicable VAT thereon.
5. VCL shall (on its own behalf and as agent of the Provider) have a general and particular lien on the Goods (and any associated documentation or records) as security for payment of all sums (whether due or not) claimed by VCL from, or actually or prospectively payable to VCL by, the Service Recipient on any account (relating to the Goods or not), or otherwise claimed in respect of the Goods or other property of any person with a legitimate interest in the Goods. Where a lien applies to sums payable to or claimed by VCL, it shall continue to apply to Goods to cover those sums notwithstanding any transfer of ownership of Goods, or change of customer. Storage or Demurrage shall be charged for any goods detained under lien or where VCL is required by any competent authority to retain them, at the applicable rate pursuant to the Provider Services Agreement.
NON-CIRCUMVENTION
1. In order to protect the legitimate business interests of VCL, you covenant with VCL that you shall not (except with the prior written consent of VCL) solicit or entice away (or attempt to solicit or entice away) business or custom away from the Platform (or the FLOX Service) resulting in the effect that VCL would not be entitled to or receive all or any portion of the FLOX Fee that would otherwise be due to VCL if the Provider Services Agreement was otherwise completed on the Platform in accordance with these Terms.
2. In particular, you warrant that you will not:
  1. engage in any action on the Platform designed to complete or facilitate a transaction away from the Platform;
  2. refer to or promote external websites that facilitate sales away from the Platform; or
  3. use contact information obtained on the Platform to purchase, offer or sell any Provider Services away from the Platform.
“FAIR PLAY” PROVISIONS
1. You acknowledge that the FLOX Services provide a platform introducing you to Service Recipients or Providers (as applicable) and allowing you to make contact and engage with such Service Recipients or Providers (as applicable) for the provision or receipt of Provider Services.
2. Accordingly, whether you are a Service Recipient or a Provider, you agree not to take any steps that have the aim or effect of avoiding, or reducing the amount of the FLOX Fees that would be paid to VCL had those steps not been taken. These steps include (but are not limited to) the following:
  1. using the Site to identify or make contact with a prospective Service Recipient or Provider and subsequently contacting and dealing with that Service Recipient or Provider for the provision or receipt of services (including Add-On Services) directly, through a third party or otherwise than through use of the Platform; or
  2. being involved in the provision or receipt of Provider Services to a Service Recipient or from a Provider (as applicable) using the Site and subsequently providing or receiving services (including Add-On Services) to the same or a related Service Recipient or from the same or a related Provider (as applicable) directly, through a third party or otherwise than through use of the Site.
3. In addition, you agree to act reasonably and in good faith in relation to the provision or receipt of Provider Services. This includes (but is not limited to) the Request process, and you also agree to operate within the letter and the spirit of any Provider Service Agreements and Add-On Services Agreements. This includes (without limitation) not taking any actions that are intended to gain an unfair advantage over another Service Recipient or Provider, such as effecting significant and/or sudden price increases (in the case of a Provider), knowingly giving inaccurate information in a Request (in the case of a Service Recipient) or manipulating, editing or amending any invoices with the resulting effect of avoiding, or reducing the amount of the FLOX Fees.
4. In addition to VCL’s rights under clauses 19.iv and 19.v, you will on first demand fully, irrevocably, and unconditionally indemnify VCL and keep VCL fully, irrevocably, and unconditionally indemnified from and against any breach by you of clauses 13.ii and 13.iii in respect of any FLOX Fees which would have otherwise been due to VCL and VCL’s reasonably incurred legal costs. For these purposes, the applicable FLOX Fees shall, unless VCL determines otherwise, be based on the pricing information that the relevant Provider has provided to VCL pursuant to clause 10.ii and calculated in accordance with clause 11.i.
REMOVAL AND DISPOSAL OF GOODS AND UNCLAIMED CONSIGNMENTS
1. Goods or Consignments shall be collected and removed by the Service Recipient at the time and location agreed between the parties and specified in the Provider Services Agreement. However, VCL or Provider may at any time by notice in writing to the Service Recipient require the collection and removal of the Goods within 14 days from the date of such notice or, in the case of perishable Goods 3 days, or immediately in case of urgency.
2. Where the Service Recipient fails to comply with clause 14.1, or any payment from the Service Recipient is overdue, the Provider may, without prejudice to its other rights and remedies against the Service Recipient, suspend activity and/or notify the Service Recipient in writing that the Goods may be or are being sold or otherwise disposed of. If the notice is solely because of a failure to pay, the Provider will allow 14 days for payment from the date of such notice before it effects sale or disposal. On expiry of the period, if such payment has not been made (or if applicable the Goods have not been so removed) the Provider may sell or otherwise dispose of the Goods or any part at the Provider’s entire risk and expense by such method and at such price (if any) as it considers appropriate. The Provider will notify VCL and account to the Service Recipient for any proceeds of sale or disposal after deduction and payment to VCL of all FLOX Fees, and any expenses and amounts claimed by the Provider and any assignee of its invoices. The Provider shall not be liable for any alleged failure to achieve a sufficient sale price for the Goods. The Provider (and any person deriving title to Goods through it) shall be entitled to use under licence in connection with the disposal of Goods any copyright material or trademarks, and pass on any manufacturer’s standard warranty, relating to them which would be available to an authorised retailer of the Goods.
3. Notice or action by the Provider under this condition shall not in itself terminate the Provider Services Agreement between the parties unless the Provider expressly states so.
4. The time periods in this clause may be extended by the Provider in its discretion.
DATA PROTECTION
1. VCL and you (whether as a Provider or Service Recipient) are each independent data controllers (as defined in Article 4(7)) of the UK GPDR) of the Personal Data for the purposes of Personal Data provided or made available between them in connection with the Platform, or otherwise pursuant to this Agreement. Each party shall at all times comply with its respective obligations under the Data Protection Laws in connection with the Personal Data provided or made available in connection with the Platform. This clause 1 is in addition to, and does not relieve, remove, or replace, any party’s obligations or rights under the Data Protection Laws.
2. Each of VCL and you, whether as the Provider or Service Recipient, shall, in respect of any Personal Data shared between such parties (the “Shared Personal Data”):
  1. ensure that it has all necessary notices and consents and lawful bases in place to enable lawful transfer of the shared Personal Data to the Permitted Recipients for purposes of the proper operation of the Platform by VCL, in accordance with VCL’s Privacy Policy, and for the performance of the Provider Services Agreement (and any Add-On Services Agreement);
  2. give full information to any data subject whose personal data may be processed under this agreement of the nature of such processing. This includes giving notice that, on the termination of this agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;
  3. process the Shared Personal Data only for the purposes referred to in clause 15.2(a) or VCL’s Privacy Policy;
  4. not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
  5. ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by this these Terms;
  6. ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data;
  7. not transfer any personal data received from the party disclosing it outside the EEA unless the transferor ensures that
    1. the transfer is to a country approved under the applicable Data Protection Laws as providing adequate protection; or
    2. there are appropriate safeguards or binding corporate rules in place pursuant to the applicable Data Protection Laws; or
    3. the transferor otherwise complies with its obligations under the applicable Data Protection Laws by providing an adequate level of protection to any personal data that is transferred; or (iv) one of the derogations for specific situations in the applicable Data Protection Legislation applies to the transfer.
3. Each of VCL and you shall assist the other in complying with all applicable requirements of the Data Protection Laws. In particular, each party shall:
  1. consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;
  2. promptly inform the other party about the receipt of any data subject rights request;
  3. provide the other party with reasonable assistance in complying with any data subject rights request;
  4. not disclose, release, amend, delete or block any Shared Personal Data in response to a data subject rights request without first consulting the other party wherever possible;
  5. assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Laws with respect to security, personal data breach notifications, data protection impact assessments and consultations with the Information Commissioner or other regulators;
  6. notify the other party without undue delay on becoming aware of any breach of the Data Protection Laws;
  7. at the written direction of the party disclosing the data, delete or return Shared Personal Data and copies thereof to the disclosing party on termination of this agreement unless required by law to store the Shared Personal Data;
  8. use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;
  9. maintain complete and accurate records and information to demonstrate its compliance with this clause 15; and
  10. provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Laws, including the procedures to be followed in the event of a data security breach, and the review of the parties’ compliance with the Data Protection Laws.
INTELLECTUAL PROPERTY RIGHTS
1. All right, title and interest in and to all Intellectual Property Rights subsisting in or arising out of or in connection with the Site and the provision of the FLOX Services, including the Platform, all VCL Technology, and the Mobile App shall be owned by and remain exclusively the property of VCL or its licensors (as applicable) and no Provider or Service Recipient shall have any rights therein, save for the rights and licences expressly granted by VCL in these Terms.
2. You are under no obligation to provide feedback, improvements, or other suggestions (“Feedback”) that might improve the Site or the FLOX Service. However, if you do so, you acknowledge that VCL is free to use such Feedback in any way and that VCL shall own any and all Intellectual Property Rights subsisting in or arising in relation to such Feedback as it may be incorporated into the Site or the FLOX Service. Accordingly, you hereby assign to VCL absolutely with full-title guarantee all property, right, title and interest in and to all present and future Intellectual Property Rights subsisting in any such Feedback, and irrevocably and unconditionally waive in favour of VCL any and all moral or equivalent rights that you may now or at any time possess in respect of the Feedback insofar as legally possible in any part of the world.
3. You may print off one copy, and may download extracts, of any page(s) from the Site solely for your internal business use and you may draw the attention of others within your organisation to content posted on the Site.
4. You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences, or any graphics separately from any accompanying text. VCL’s status (and that of any identified contributors) as the authors of content on the Site must always be acknowledged.
5. You must not use any part of the content on the Site for commercial purposes without obtaining a licence to do so from VCL.
6. If you print off, copy, or download any part of the Site in breach of these Terms, your right to use the Site will cease immediately and you must, at VCL’s option, return or destroy any copies of the materials you have made.
7. “FLOX” is a trademark of VCL or its licensors and may not be used by you for any purpose, including in connection with any product or service that is not VCL’s or in any manner that is likely to cause confusion among any third party or in any manner that disparages or discredits VCL. You must not use such trademark unless expressly authorised by VCL in writing.
8. When providing VCL with or causing content to be posted on the Site, submitting any Request, any Master Data, Contributions or otherwise using the FLOX Services, you grant to VCL a non-exclusive, worldwide, perpetual (or for the duration of any copyright or other rights in such content), irrevocable, royalty-free, fully paid-up, sublicensable licence to use the content, data and information submitted for any purposes in connection with the FLOX Services, including creating VCL Data, which shall form part of the VCL Technology. You authorise VCL to exercise any and all copyright, trademark, publicity, database, or other Intellectual Property Rights you have in or to such content in any media known now or developed in the future for these purposes. Further, to the fullest extent permitted under applicable law, you waive your moral rights in such content, data and information and promise not to assert such rights or any other Intellectual Property Rights you have in such content against VCL, VCL’s sublicensees or VCL’s assignees.
9. The Intellectual Property Rights in the VCL Technology and all Foreground IP shall vest upon its creation and remain with VCL, and neither the Service Recipient nor the Provider shall have any rights of ownership in these Intellectual Property Rights. To the extent that such Foreground IP does not automatically vest in VCL, both the Service Recipient and the Provider hereby assign, with full title guarantee, all rights in the Foreground IP to VCL and waives or shall procure the waiver of all moral rights therein and shall execute all such documents and do all such acts as are necessary to give effect to the provisions of this clause 16.
10. VCL shall provide documentation as it in its absolute discretion considers necessary for the proper use of the Platform. You shall not copy or reproduce any part of the user manual or any other documentation relating to the FLOX Services.
ANALYTICS SERVICES
1. You hereby irrevocably and unconditionally agree to VCL’s aggregation, anonymisation, adaptation and analysis of Master Data, Order Data, Route data, Request data, invoicing and payment data in order to create VCL Data, provided that the VCL Data is aggregated, anonymised or otherwise does not permit the original data to be readily recreated.
DO NOT RELY ON INFORMATION ON THE SITE
1. The content on the Site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on the Site.
2. Although VCL makes reasonable efforts to update the information on the Site, VCL makes no representations, warranties or guarantees, whether express or implied, that the content on the Site is accurate, complete, or up to date.
LIABILITY AND ADDITIONAL DISCLAIMERS
1. Nothing in these Terms shall limit or exclude either your or VCL’s liability to the other for:
  1. death or personal injury caused by its negligence;
  2. fraud or fraudulent misrepresentation; or
  3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982; or
  4. any other liability which cannot be limited or excluded by applicable law.
2. Subject to clause 19.i, VCL shall not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising directly or indirectly under or in connection with these Terms, your use of, or inability to use the Site or your use of reliance on any content displayed on the Site.
3. VCL shall not be liable for any:
  1. direct or indirect loss of profits;
  2. direct or indirect loss of sales, revenue, or business;
  3. direct or indirect loss of agreements or contracts;
  4. direct or indirect loss of anticipated savings;
  5. business interruption;
  6. loss of use or corruption of, or damage to, software, data, or information;
  7. direct or indirect loss of business opportunity, or direct or indirect loss of or damage to goodwill or reputation; and
  8. any indirect, special, or consequential loss or damage.
4. Subject to clause 19.i, VCL excludes all liability for any loss or damage arising from the use of the Site, the Platform or any other interactive service by a user in contravention of VCL’s Acceptable Use Policy or these Terms and/or for any action VCL may take in response to breaches the Acceptable Use Policy or these Terms. VCL reserves its right to take any action VCL reasonably deems appropriate in response to any breach or suspected breach.
5. Subject to clause 19.i, VCL’s total liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms, or in connection with the provision of the FLOX Services, shall be limited in the aggregate to (and shall not exceed) the maximum sum of 100% of the total FLOX Fee paid by you in the 12 month period prior to the date the liability arose (“Absolute Limit”).
6. Without prejudice to the Absolute Limit at clause 19.v, and subject to clause 19.i, VCL’s total liability to you whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with any Provider Services Contract or Add-On Services Agreement entered into pursuant to these Terms, or in connection with the provision of the FLOX Services, shall be limited to the total FLOX Fee paid or payable in respect of such Provider Services Contract and or Add-On Services Agreement as the case may be.
7. To the fullest extent permitted under applicable laws, VCL excludes all implied conditions, warranties, representations, or other implied terms that may apply to the Site or any content on it.
8. VCL does not guarantee that the Site will be secure or free from bugs or viruses. You are responsible for configuring your information technology to access the Site. You should use your own virus-protection software.
9. In providing the FLOX Services, VCL does not endorse any Service Recipient, Provider or Provider Services, and makes no assurances or guarantee as to payment or creditworthiness. Your interaction with any Provider or Service Recipient is solely at your own risk. You acknowledge, understand, and accept that:
  1. any payment to a Provider by VCL of the applicable Rates for Provider Services provided is conditional upon receipt by VCL of payment of the Final invoice in full from the Service Recipient, in accordance with clause 10.iii(a) and 10.iii(b), and the settlement of the FLOX Fees in full in accordance with clause 10.iii(c);
  2. any Provider or Service Recipient and any other third party that VCL may introduce to you pursuant to these Terms or as part of the FLOX Services is independent from VCL and is not VCL’s agent, affiliate, subcontractor, employer, or employee, and is not in a legal partnership or joint venture with VCL;
  3. neither VCL nor any of VCL’s staff or affiliates have any control over or responsibility for any Provider or Service Recipient (including for any Provider Services or Add-On Services that you receive or for any monies owed to you by a Service Recipient), and that neither VCL nor any of VCL’s staff or affiliates are in any way responsible or liable for (and make no guarantees, representations, or warranties in respect of):
    1. the lawfulness, adequacy, fitness for a particular purpose, quality, reliability, professionalism, or trustworthiness of any Provider or Service Recipient with which you enter into any Provider Services Agreement or Add-On Services Agreement, or to or from which you provide or receive any Provider Services, Add-On Services, or other services; or
    2. the commercial or legal implications of any Provider Services Agreement or Add-On Services Agreement that you enter into with any Service Recipient or Provider pursuant to these Terms or of any Provider Services, Add-On Services, or other services that you may provide to or receive from such Service Recipient or Provider.
10. Accordingly, to the fullest extent permitted under applicable laws, VCL shall not be liable in any way for any losses, liabilities, claims, demands, or damages (howsoever caused) that you, your staff, your agents, your affiliates, or your subcontractors may incur or suffer directly or indirectly and arising out of, due to, or in connection with any acts, errors, omissions, representations, warranties, breaches, or negligence of any Provider or Service Recipient with which you may enter into any Provider Services Agreement or Add-On Services Agreement. VCL shall not be vicariously liable for any acts, errors, omissions, representations, warranties, breaches, or negligence of any such Service Recipient or Provider.
11. Service Recipients and Providers are required by VCL to provide accurate information, including the Master Data. VCL does not routinely attempt to verify information provided by Service Recipients and Providers and VCL makes no representations, warranties, promises, or guarantees in relation to: (i) the accuracy of such information; or (ii) any Service Recipient’s or Provider’s identity. If you become aware that any Service Recipient or Provider has provided false or misleading information to VCL, please inform VCL immediately by emailing VCL at support@FLOX.is.
12. Where the Site contains links to other websites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by VCL of those linked third-party websites or information you may obtain from them. VCL has no control over the contents of those third-party websites or resources.
13. By using the FLOX Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of Service Recipients or Providers will be limited to a claim against the particular Service Recipient or Provider under the applicable Provider Services Agreement. VCL’s liability to you is limited to the provision of the Site and FLOX Services as set out in this clause 19.
14. The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
TERMINATION
1. These Terms shall be effective until such time when you or VCL terminate the Terms in accordance with this clause 20.
2. Subject to clause 20.vii, you may close your Account and terminate this agreement at any time by notifying VCL by email to support@FLOX.is.
3. Without limiting VCL’s rights specified below, VCL may terminate this agreement and close your Account for any reason at any time by giving you notice via email to the email address associated with your Account.
4. VCL may additionally immediately terminate these Terms by notifying you via email to the email address associated with your Account (such notification having immediate effect) if:
  1. you have materially breached these Terms, including VCL’s Acceptable Use Policy;
  2. you have provided inaccurate, fraudulent, outdated or incomplete information (including any Master Data) to VCL or a Service Recipient or Provider;
  3. you have violated applicable laws, regulations or third party rights; or
  4. VCL believes in good faith that such action is reasonably necessary to protect the safety or property of other users of the Site or FLOX Services, VCL or third parties, for fraud prevention, risk assessment, security or investigation purposes.
5. In addition, VCL may deactivate or delay the notification of Requests or limit your use of or access to your Account, the Site (including the Information Exchange Interface) or the FLOX Services if:
  1. you have breached these Terms, whether in a material and non-material manner; or
  2. VCL believes in good faith that such action is reasonably necessary to protect the safety or property of other users of the Site, VCL or third parties, for fraud prevention, risk assessment, security or investigation purposes.
6. In case of non-material breaches and where appropriate, you will be given notice of any measure by FLOX and an opportunity to resolve the issue to VCL’s reasonable satisfaction.
7. If you or VCL terminates these Terms for any reason:
  1. any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after such termination or expiry shall remain in full force and effect;
  2. any FLOX Fees owing by you to VCL under and in accordance with the Terms shall become immediately due and payable;
  3. any Provider Services Agreements or Add-On Services Agreements in effect between you and any Service Recipient or Provider at the date of termination shall not be affected and will continue in effect in accordance with its terms until terminated or expired. In addition, you acknowledge that these Terms may continue (and VCL may continue to provide the FLOX Services) in relation to any such Provider Services Agreements or Add-On Services Agreements in effect at the date of termination.
CONFIDENTIALITY
1. By using the FLOX Service, whether you are a Provider or a Service Recipient, you will be required to provide to VCL (as a “Disclosing Party”) and you will receive from (as a “Receiving Party”) certain Confidential Information, including in relation to a Request, an Order, a Route, your Account or otherwise in connection with your use of the FLOX Service.
2. Subject to and save as expressly permitted in clause 21.6 below, each party as the Receiving Party undertakes that it shall not at any time after your registration as an Authorised User, and for a period of five years after termination of your Account, use or disclose to any third party any Confidential Information of the Disclosing Party.
3. VCL acknowledges that the Confidential Information of an Authorised User includes the Master Data submitted by that Authorised User.
4. Both parties acknowledge that Confidential Information which is both VCL and the Authorised User’s Confidential Information includes the Historic Route and Order data relating to that Authorised User (as Provider and/or Service Recipient, as the case may be).
5. You acknowledge that VCL’s Confidential Information includes the VCL Data and VCL Technology.
6. The Receiving Party may disclose the Disclosing Party’s Confidential Information:
  1. to its Permitted Recipients who strictly need to know such information for the purposes of carrying out the Receiving Party’s obligations under these Terms (provided that the Receiving Party shall ensure that such Permitted Recipients comply with this clause 21);
  2. if the Disclosing Party expressly consents to such disclosure beforehand in writing; and
  3. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority, provided that, where you are the Receiving Party, you shall (as far as permitted under applicable laws) give to VCL prompt written notice of such requirement and you shall fully co-operate VCL’s reasonable requirements in relation to any disclosure you are required to make before making such disclosure.
7. No Receiving Party shall use a Disclosing Party’s Confidential Information for any purpose other than to perform its obligations and exercise its rights under these Terms.
CHANGES TO THE TERMS
1. VCL reserves the right, at its sole discretion, to update the FLOX Services or to update these Terms, including the basis of calculation of the applicable FLOX Fees, or the applicable Service Terms, at any time. Every time you wish to use the FLOX Services, please check these terms to ensure you understand the Terms and Service Terms that apply at that time.
2. If VCL updates these Terms or Service Terms, VCL will post the updates on the Site. Changes to the Terms will be effective at the time of posting. Your continued access or use of the FLOX Services will constitute acceptance of the updated Terms and Service Terms. If the updated Terms contain material changes to FLOX Services that VCL is currently providing to you, VCL endeavours to provide you with notice prior to the changes taking effect. If the updated Terms are not acceptable to you, you should cease using the FLOX Services.
3. These Terms may not be varied by way of an oral agreement.
MISCELLANEOUS
1. VCL shall not be liable to you if VCL is hindered or delayed in, or prevented from, performing VCL’s obligations under these Terms due to any event or series of events beyond VCL’s reasonable control.
2. VCL may at any time assign, transfer, mortgage, charge, subcontract, or deal in any other manner with all or any of its rights under these Terms and may subcontract or delegate in any manner any or all of its obligations under these Terms to any third party or agent.
3. You shall not, without the prior written consent of VCL (such consent being at VCL’s absolute and sole discretion), assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of your rights or obligations under these Terms.
4. These Terms, including the additional terms referred to in clause 3.9, constitute the entire agreement between you and VCL and supersede and extinguish all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.
5. Each of you and VCL agrees that it shall have no remedies in respect of any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in these Terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in these Terms.
6. All warranties, conditions, terms, and representations not set out in these Terms (whether implied by statute or otherwise) are hereby excluded to the fullest extent permitted by law.
7. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy or prevent or restrict the further exercise of that or any other right or remedy.
8. Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by FLOX: (i) via email (in each case to the email address associated with your Account); or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
9. With the exception of any of VCL’s affiliates, no-one other than a party to these Terms shall have any right to enforce any of its terms.
10. No partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by these Terms.
11. These Terms, 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.
12. 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 the Terms or their validity, subject matter, or formation.

PART B – TERMS THAT APPLY TO SERVICE RECIPIENTS ONLY

WHEN THESE TERMS APPLY
1. PART B of these Terms apply to you in your capacity as a Service Recipient only.
USING THE SITE AS A SERVICE RECIPIENT
1. You acknowledge and agree that your engagement of a Provider is at your own request and risk and that VCL shall not be liable to you for any liabilities, costs, expenses, damages and losses suffered or incurred by you arising out of or in connection with any act, omission or default of a Provider of any nature, whatsoever.
2. You must ensure that the Master Data and any other information that you upload to the Site (including weight and size details of the Goods that are subject to the Provider Services, hygiene or temperature or hazardous storage or transportation requirements and the exact addresses to where deliveries should be made) is accurate and current. VCL accepts no liability to you, the Provider or any third party as a result of a failure by you to provide accurate and up-to-date information to VCL and to the Provider.
3. If you are using the Site as a Service Recipient and wish to receive Provider Services, you will create a Request for the desired Provider Services using the search filter functionality offered on the Site. You warrant that all information you provide in the Request will be complete, accurate, and up to date.
4. Once the Platform has processed your Request, VCL will, automatically via VCL’s matching technology on the Platform, use VCL’s reasonable endeavours to provide you with live prices for the Rates of the requested Provider Services for Providers that VCL reasonably believes will meet your requirements. VCL makes no representations, guarantees, warranties, or promises that the Site will identify any Providers that will meet the requirements of your Request.
5. You and your preferred matched Provider will then negotiate the Rates and Scope and any other Order Data of the Provider Services to be provided by the Provider with the intention of formalising these in a Provider Services Agreement. You will be able to communicate with your matched Providers via the Site’s online information exchange functionality (the “Information Exchange Interface”) in order to address any questions that you might have about your Request, including the Provider’s ability to fulfil your request and/or any special requests you may have.
6. You must read fully and understand the Service Terms (as amended by and in accordance with Part E of these Terms) which are applicable to the Provider Service you intend to Request, before accepting them and submitting a Request, an Order or entering into the Provider Services Agreement.
7. Once you have submitted a Request and selected your preferred Provider and you have agreed upon the Rates and Scope of logistics services and any other Order Data, you may submit an Order which will authorise VCL to enter into the relevant Provider Services Agreement on your behalf via FLOX digital signature functionality.
8. Once the Order has been submitted on your behalf, and accepted by VCL on behalf of the relevant Provider, the Provider Services Agreement will automatically be entered into between you and the Provider which will constitute a legally binding contract between you and the Provider governing the provision of the Provider Services by the Provider to you as set out in the Pricing Schedule.
9. The Provider will invoice you via the Platform for any payments due to it under a Provider Services Agreement and any Add-On Services Agreement (in addition to any payments for any Add-On Services) and any such payments will be payable by you to the Provider via FLOX payment functionality.
10. No payments should be withheld by you unless the Provider is unable to provide a Proof of Delivery after notification of non-delivery has been submitted by the Service Recipient to the Platform no more than 48 hours after the expected delivery of the Consignment.
11. VCL is not a supplier of Provider Services or Add-On Services and it does not have any liability either to the Provider or the Service Recipient under, the applicable Provider Services Agreement(s) and Add-On Services Agreements (which are a legally binding contract between you and the Provider) or in relation to any other failure of the Provider to fulfil a Request or to comply with the terms of any Provider Services Agreement or Add-On Services Agreement. In the case of any issues relating to the fulfilment or failure to fulfil a Request, the Service Recipient must contact the Provider via FLOX.
12. Cancellation and termination of Provider Services by the Service Recipient must be dealt with in accordance with the relevant Provider Services Agreement and/or Add-On Services Agreement (including the applicable Service Terms, as amended by and incorporated in accordance with Part E of these Terms).
13. Unless explicitly specified otherwise in these Terms, VCL’s responsibilities and liabilities are limited to the provision of the FLOX Services.
14. You as the Service Recipient, and not VCL, are solely responsible for ensuring that you comply with your obligations under the Provider Services Agreement(s) and Add-On Services Agreement(s). If you anticipate any problems in complying with those obligations, you must immediately notify both the relevant Provider and VCL.
15. As the Service Recipient, you acknowledge that, in addition to any remedies the matched Provider may have under the applicable Provider Services Agreement and/or Add-On Services Agreement, any wilful or reckless breach of your obligations under such Provider Services Agreement and/or Add-On Services Agreement will be deemed to be a material breach of these Terms entitling VCL to terminate your user Account. Your attention is also drawn to the “Fair Play” obligations relating to Provider Services Agreements and Add-On Services Agreements set out at clause 13 of Part A of these Terms.
PAYMENT
1. The Provider Services Agreements and any Add-On Services Agreements will set out in the applicable Pricing Schedule the details of the Rates, including all fees and charges payable by the Service Recipient to the Provider in relation to the provision of the relevant Provider Services and/or Add-On Services.
2. The Recipient is responsible for paying in full and cleared funds all Rates due to the Provider plus the FLOX Fees and VAT at the applicable rate.
WARRANTIES
1. You represent, warrant and undertake to VCL that:
  1. all information you provide in the Master Data and any Request will be accurate, up to date, and complete;
  2. you are either the owner of the Goods, or are authorised by the owner to accept these Terms and the Provider Services Terms on the owner’s behalf and enter into the Provider Services Agreement;
  3. the Goods shall be presented to the Provider securely and properly packed in compliance with any applicable statutory regulations, recognised standards and good practice and that they and any Goods Transport Unit are and will remain in a condition to be safely handled, stored and/or carried and so as not to cause injury, damage, contamination or deterioration (or the possibility of them) to any person, premises, property, the environment, drains or watercourses, equipment or to any other items in any way. Where the Provider is performing an operation or process on the Goods, they will be delivered to the Provider in a condition where that operation or process can be done without further work (other than unpacking);
  4. before the Provider assumes any responsibility for or by reference to the Goods, the Company will inform Provider through the Platform of any relevant matters including any special precautions necessitated by the nature, size or shape, weight, condition or potential for deterioration of the Goods and any statutory or other requirements relevant to the Goods with which Provider need to comply, and if applicable pay extra charges for complying;
  5. you will indemnify VCL and the Provider against all duties, taxes and expenses that the Provider has paid or may be required to pay in respect of the Goods, including where the liability to pay them is triggered by the fault, act or omission of the Provider or VCL;
  6. except to the extent previously notified in detail to, and accepted by the Provider in writing, none of the Goods:
    1. are Dangerous Goods;
    2. may become hazardous or contaminated;
    3. may cause pollution of the environment or harm to human health if they escape from their packaging;
    4. require any official consent or licence (or would be illegal for a Provider) to handle, possess, deal with or carry; or
    5. will at any time whilst in the care or control of Provider constitute Waste.
  7. if required, you shall provide a risk assessment and/or method statement appropriate for handling the Goods. Where the Provider is carrying the Goods, then unless otherwise previously agreed, the Service Recipient will provide, or will ensure that the intended recipient of the Goods provides, suitable facilities, equipment and methods for, and will procure, safe and prompt loading and unloading of the Goods at, any location not occupied by the Provider in which they are being handled;
  8. you will comply with any reasonable requirements of the Provider relating to handling, packing, carriage, storage or forwarding of Goods (and ancillary matters) which are notified through the Platform;
  9. you will provide through the Platform any documentation, instructions or information which is relevant to the Goods, to any interest in them, to any services to be provided for you, or to any actual or anticipated obligation of the Provider related to either the Goods;
  10. you will be responsible for instructing the Provider on the order of stock removals;
  11. you will immediately notify:
    1. VCL and the Provider of any problems, irregularities or issues with the Master Data;
    2. VCL and the Provider of any errors or issues with the instructions provided with respect to the Goods;
    3. VCL of any problems with the operation or functionality of the FLOX Services;
  12. you will comply with any terms of use set forth on the Site (including these Terms);
  13. you will be liable for any breaches of this Agreement by your employees, Authorised Users, agents, representatives or contractors; and
  14. you will ensure that your Authorised Users refrain from building, copying, developing, buying, licensing or otherwise obtaining any competitive or similar product to the Platform.
2. You indemnify VCL and the Provider against any expense, loss or damage it suffers as a result of the Service Recipient’s instructions (or failure to give instructions or information), or which is related to any breach of your obligations or your insolvency, or complying with the instructions of a competent authority in respect of the Goods, and will pay all costs and expenses (including professional fees) incurred in, and VCL’s and/or the Provider’s reasonable charges for, dealing with such matters and their consequences. You will pay an extra charge equal to the amount of any fine or penalty payable by the Provider wholly or partly as a consequence of compliance with the instructions, or of acts or omissions of the Service Recipient.
3. If the Provider suspects a breach of clause 4.i of this Part B of these Terms, it may in its sole discretion refuse to accept the Goods, demand their immediate removal, or itself arrange their removal without notice, at the Service Recipient’s expense.

PART C – TERMS THAT APPLY TO PROVIDERS ONLY

WHEN THESE TERMS APPLY
1. PART C terms apply to you in your capacity as a Provider only.
USING THE SITE AS A PROVIDER
1. If you are using the Site as a Provider, the Site will require you to upload certain details including the location, capacity and facilities of your logistics service asset(s) and Rates so as to enable its matching technology to match you to Requests that you might be able to fulfil. By registering to use the Site as a Provider and providing the required Master Data, you warrant and represent to VCL that you have all necessary permissions, capabilities, resources, consents, authorisations, and licences to provide the Provider Services using such warehouses and/or facilities as are specified in the Master Data, and on the basis of the relevant Service Terms (as amended by and incorporated into each Order and Provider Services Agreement by Part E of these Terms).
2. You must ensure that the Master Data, Rates and any other information that you upload to the Site is accurate and current. VCL accepts no liability to you or any third party as a result of a failure by you to provide accurate and up-to-date information to VCL.
3. If VCL receives a Request from a Service Recipient and VCL’s matching technology indicates that you might be able to fulfil that Request (a “Service Recipient Match”), you authorise VCL to calculate the price which would be applicable to the Request based on the Rates or any other pricing information you have provided and to present this information to the Service Recipient, along with the live pricing information of any other Providers. Provided that the information submitted by the Service Recipient in the Request is accurate, you shall honour the Rates and pricing information that you have provided to VCL and that VCL provides to the Service Recipient on your behalf. VCL reserves the right to terminate your user Account in the event that VCL suspects, acting reasonably, that you have provided artificially low pricing information to VCL in order to increase the likelihood of your being contacted by matched Service Recipients.
4. VCL shall retain exclusive control of the listing order in which matched Providers will be displayed to Service Recipients on the Site.
5. VCL does not accept responsibility or liability for the accuracy of Requests received from Service Recipients and cannot guarantee that the details of such Requests or the contact details of Service Recipients will be accurate.
6. FLOX makes no representation, warranty, guarantee, or promise that you as a Provider will achieve any Service Recipient Match.
7. If a Service Recipient with whose Request you have been matched, submits an Order through VCL (acting as its agent) for Provider Services from you as the Provider, and you have agreed upon and updated via the Platform the applicable Order Data and have confirmed that you wish to accept the Order, you authorise VCL to accept such Order on your behalf with the relevant Service Recipient and a Provider Services Agreement will automatically be entered into between you and the Service Recipient, using digital signature functionality, as part of the FLOX Service.
8. Once entered into, the Provider Services Agreement will form a legally binding contract between the Provider and the Service Recipient governing the provision of the Provider Services to the Service Recipient as set out in the Pricing Schedule.
9. For avoidance of doubt, VCL is not a customer of Provider Services or Add-On Services and it does not have any liability either to the Provider or the Service Recipient under the applicable Provider Services Agreement or Add-On Services Agreement (which are a legally binding contract between you and the Service Recipient) or in relation to a Service Recipient failing to fulfil any of its obligations in relation to a Request (including failure to pay). In the case of any issues relating to a failure of a Service Recipient to comply with its obligations under a Provider Services Agreement, Add-On Services Agreement, or other Request, the Provider must contact the Service Recipient via the Platform.
10. Unless explicitly specified otherwise in these Terms, VCL's responsibilities and liabilities are limited to facilitating the availability of the Site and the provision of the FLOX Services.
11. The Service Recipient is responsible for ensuring that it obtains and maintains appropriate insurance for the provision of the Provider Services in respect of any Order, Provider Services Agreement or Add-On Services Agreement.
12. The Provider, and not VCL, is solely responsible for ensuring that it complies with its obligations under the Provider Services Agreement and Add-On Services Agreements. If the Provider anticipates any problems in complying with those obligations, it must immediately notify both VCL and the Service Recipient in writing.
13. The Provider acknowledges that, in addition to any remedies the Service Recipient may have under the applicable Provider Services Agreement(s) or Add-On Services Agreement(s), any wilful or reckless breach of any obligations will be deemed to be a material breach of these Terms entitling VCL to terminate the Provider’s Account.
NO EXCLUSIVITY
1. This Agreement does not grant any exclusive rights to Providers. Providers acknowledges that no Service Recipient is obliged to order any Provider Services or services exclusively through the Platform or at all and that the Platform may include Providers offering Provider Services or services similar to or otherwise competitive with the Provider Services of the Provider.
PAYMENT
1. The Provider Services Agreements and any Add-On Services Agreements must set out full details of the Rates, including all fees and charges payable to the Provider by the Service Recipient in relation to the provision of the relevant Provider Services and/or Add-On Services.
2. The FLOX Fees will be payable to VCL in accordance with clause 11 of Part A of these Terms, and you authorise VCL to deduct the FLOX Fees (together with any VAT thereon) from any payment received on your behalf by VCL prior to the distribution to you of any sum, in accordance with clause 10.ii(c) of part A these Terms.
PROVIDER INTELLECTUAL PROPERTY RIGHTS
1. The Provider represents and warrants to VCL that:
  1. the Provider holds all rights in and to all elements of the Provider information (including any Background IP, Master Data and Contributions) necessary or desirable to grant to VCL the rights granted by the Provider in this Agreement, including the right to provide the Provider Services pursuant to the applicable Service Terms (as amended by and incorporated into these Terms by Part E);
  2. no third party holds any rights, title or interest in or to any element of such information that would prohibit or impair VCL’s ability to exercise fully the rights granted by the Provider in this Agreement; and
  3. there is no pending or threatened claim, action, or proceeding related to any of the Intellectual Property Rights in, to or in respect of any element of such information and so far as the Provider is aware there is no basis for any such claim, action, or proceeding.
2. The Provider retains all Intellectual Property Rights in, to or in respect of all elements of its Background IP, subject to the grant by the Provider to VCL of a non-exclusive, transferable, worldwide, royalty-free right licence to use Provider Content for the purposes of performing VCL’s obligations under this Agreement.
THIRD PARTY INTELLECTUAL PROPERTY RIGHTS
1. The Provider hereby agrees to defend, indemnify and hold harmless VCL and its directors, officers, employees, agents, shareholders, partners, members, and other owners, from and against any and all claims, actions, demands, liabilities, obligations, losses, damages, judgments, settlements, costs, and expenses (including reasonable legal costs) (any or all of the foregoing being "Losses") suffered or incurred by any of them insofar as such Losses (or actions in respect thereof) arise out of or are connected with any breach of the Provider’s warranties at clause 5.i of Part C of these Terms, or any claim that any element of the Provider’s Background IP, Master Data, Contributions or other information submitted by Provider infringes the Intellectual Property Rights of any third party or any other third party claim related to any element of such information or Background IP or the Provider’s Account.
WARRANTIES
1. You warrant and represent to VCL that:
  1. you will produce, pack, provide, perform and supply the Provider Services in accordance with all best industry standards and practices, and in accordance with the applicable Service Terms (as amended and incorporated by Part E of these Terms);
  2. the Provider Services shall:
    1. conform to any description and/or specification provided to you and agreed with the Service Recipient;
    2. be of satisfactory quality and fit for any purpose held out by you or made known to you by the Service Recipient;
    3. be free from defects in design, material and workmanship; and
    4. comply with all applicable statutory and regulatory requirements.
  3. you will comply with all applicable laws, enactments, orders, regulations and other instruments relating to the manufacture (if applicable), packing, packaging, making, storage, handling, delivery and performance of the Provider Services;
  4. you will meet any performance dates for the Provider Services specified in Provider Services Agreement ;
  5. in providing the Provider Services, you will:
    1. perform any services related to the Provider Services with all reasonable skill, care and diligence and in accordance with best industry practice and the applicable Service Terms (as amended and incorporated by Part E of these Terms);;
    2. use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that your obligations are fulfilled in accordance with the Provider Services Agreement;
    3. ensure that the Provider Services (will conform with all descriptions and specifications set out in the Order, and shall be fit for any purpose that the Service Recipient expressly or impliedly makes known to you;
    4. obtain and at all times maintain all licences and consents which may be required for the provision of the Provider Services;
    5. comply with all applicable laws, regulations, regulatory policies, guidelines or industry codes which may apply from time to time to the provision of the Provider Services;
    6. observe all health and safety rules and regulations and any other security requirements that apply at any of the Service Recipient’s premises; and
    7. not do or omit to do anything which may cause VCL or any Service Recipient to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business.
  6. you shall:
    1. comply with all applicable laws and industry codes which may apply from time to time to the provision and/or sale of the relevant Provider Services;
    2. disclaim any liability or responsibility of VCL so that VCL shall not be liable or responsible to the Service Recipient or the Provider for:
      1. any Provider Service, content, data, information or packaging to be provided by or associated with the Provider (including any Master Data); or
      2. any loss, damages, expenses or contractual obligations or penalties or other consequences which may be alleged or may arise directly or indirectly to any Service Recipient arising out of or in connection with the acts or omissions of the Provider of any nature whatsoever,
    3. in case of carriage only, risk in the Goods starts when loading on the vehicle is complete and ends when the Goods are tendered for unloading;
    4. in the case of storage and / or processing risk in the Goods passes to you when the Goods are accepted into store and ends when they are tendered for collection. Where you provide storage and carriage you shall also be responsible for the Goods while they are transferred from your vehicle into your store and/or and vice versa.
    5. sign an electronic record prepared by the Platform acknowledging receipt of the Consignment and use reasonable endeavours to obtain a signed Proof of Delivery form the Service Recipient.
    6. end transit of Consignment (unless it has terminated earlier) when it arrives at the proper place of delivery at the Service Recipient address and within the time window, as specified in the Route Plan, provided that:
      1. if no safe and adequate access to that address exists, or if no safe and adequate unloading facilities exist there, then the transit shall be deemed to end at the expiry of one clear day after notice, sent through the Platform, of the arrival of the Consignment at the premises has been sent to the Service Recipient;
      2. when for any reason whatsoever a Consignment cannot be delivered, or when a Consignment is held by you on instructions “to await order” or “to be kept till called for” or upon like instructions received through the Platform, or the Consignment is not called for and removed within a reasonable time, then transit shall also be deemed to end at the expiry of that reasonable time.
    7. you will
      1. immediately notify the Service Recipient of any problems, irregularities or issues with any data provided by the Service Recipient;
      2. immediately notify the Service Recipient of any errors or issues with the authorised instructions or any problems or issues preventing you from execution of said Provider Services;
      3. immediately notify VCL of any problems with the operation or functionality of the Platform or the Site;
      4. not subcontract any part of the Provider Services without a prior written consent from the Service Recipient;
      5. comply with VCL’s Acceptable Use Policy and any other applicable terms of use set forth on the Site;
      6. be liable for any breaches of these Terms by its employees, Authorised Users, agents, representatives or contractors; and
      7. ensure that your Authorised Users refrain from building, copying, developing, buying, licensing or otherwise obtaining any competitive or similar product to the Platform.

PART D – DEFINITIONS

DEFINITIONS

The following definitions have the following meanings:

Account	An Authorised User’s account for the Site or Platform, created following the registration process.
Account Administrator	the person identified by that party as having Administrator level access to its Accounts, having responsibility for the day to day running of the Account and the taking of routine decisions in relation to it.
Add-on Services	further services originating from a Provider, at a warehouse, in addition to the specific Provider Services already being provided (or which have been provided) by that Provider to that Service Recipient (or by or to entities related to either of them) pursuant to an Order and Provider Service Agreement.
Add-on Services Agreement	an agreement entered into between the relevant Service Recipient and Provider in respect of Add-on Services.
Authorised Users	those employees, agents and independent contractors of an Account owner who are authorised by the Account owner to use the FLOX Services.
Background IP	means any and all Intellectual Property Rights that are owned by or licensed to an Authorised User prior to the date they register for an Account and which are or have been developed independently of this Agreement or of any use of or access to the Platform or Site.
Collaboration Gain	means a portion of Rates, paid by VCL to the parties to all Provider Services Agreements which relate to a particular Route, if the related Provider Services Agreements are performed by the Authorised Users in accordance with their terms, including in particular compliance with the Route Plan(s) or shared use of collaborative storage facilities. The Collaboration Gain is a variable amount and not known by VCL or the Provider until all the related Provider Service Agreements have been fully performed (or the time for performance has passed). The maximum Collaboration Gain will be calculated for each individual Route Plan and will be valid for the period of time specified by the Platform during Route Plan confirmation process. Accordingly, the Collaboration Gain calculation will be shown to the Recipient in their Account once the Collaboration Gain has been calculated.
Confidential Information	any confidential information of a party concerning the business, including: current and future business plans, development plans, strategies, methods, operations, processes, know-how, trade secrets, customers, or suppliers, goods, services, pricing strategies of that party.
Consignment	means Goods, whether sent as a single item or contained in a package, pallet or container, as the case may be or any number of separate items, packages, pallets or containers, sent at one time in one load by of for the Service Recipient from one address to another address.
Contribution	any and all material which you contribute to the Information Exchange Interface.
Dangerous Goods	means those substances and articles of carriage of which are prohibited by the provision of the European Agreement Concerning the International Carriage of Dangerous Goods by Road (ADR) as applied in the United Kingdom, as well as all other substances and articles of nature which represent a hazard of danger to persons or property, or which include any radioactive or explosive material.
Data Protection Laws	all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the UK GDPR (as defined in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018), the Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended, and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications).
Demurrage	means any cost or expense the Provider suffers as a result of improper or unreasonable detention of any vehicle, trailer, container or other equipment belonging to or under the control of the Provider, or failure to load the consignment by Service Recipient or failure to unload/receive consignment of Goods by Service Recipient (or the designated recipient of the Goods).
Deposit	a deposit payable by the Service Recipient as a pre-condition to the performance of a Provider Services Agreement, as specified pursuant to clause 10.i of Patr A of these Terms.
Final Invoice	as defined in clause 10.ii(c) of Part A of these Terms.
FLOX Fee	as defined in clause 11.i of Part A of these Terms.
FLOX Services	access to and use of the Platform, via the Site, the mobile app or any other means made available by VCL to Authorised Users for such purposes from time to time.
Foreground IP	means any Intellectual Property Rights that arise pursuant to this Agreement or which are obtained or developed by, or on behalf of, a party pursuant to this Agreement or a Provider Services Agreement.
Goods	means goods (including any associated documents, packaging, Goods Transport Unit(s) and equipment) to which the Provider Services Agreement relates or which are in the possession of the Provider.
Goods Transport Unit	means any container, packaging, pallet or other platform used in connection with the provision of Provider Services.
Intellectual Property Rights	any and 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 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.
Logistical Service Providers	means any Authorised User that offers or provides logistics services such as transportation, distribution, warehousing or other value adding services via the Platform.
Master Data	data input by an Authorised User using the standardised data and respective data hierarchies provided by the Platform, to provide context and details required for operational use of the FLOX Services, including details of the Service Recipient, Provider, Authorised User, the specification of the Provider Services, requirements of the Service Recipient, Rates.
Mobile App	means the mobile application, including all future updates, designated by VCL through which the Authorised Users will be able to access the FLOX Services.
Order	an order for Provider Services submitted by a Client to the Platform, for acceptance by a Provider in accordance with clause 8.
Order Data	details of the Rates, Scope of Provider Services, and such other data and information as is agreed between the Service Recipient and the Provider for an Order, as set out on the Pricing Schedule in accordance with clause 8.3 of Part A of these Terms.
Permitted Recipients	VCL, you (whether as Provider or Service Recipient), the employees, officers, staff, personnel, representatives, and/or professional advisers of each such party, and any third parties engaged to perform obligations in connection with these Terms or any Provider Services Agreement (and any Add-On Services Agreement).
Platform	the online marketplace platform hosted by VCL at the Site, known as “FLOX”, through which Providers may display and promote details of the Provider Services to Service Recipients.
Pricing Schedule	the schedule issued by the Platform containing details of the Rates, Scope and other Order Data, and the Service Terms which are applicable to a Provider Services Agreement, in accordance with 8.iii.
Proforma Invoice	as defined in clause 10.ii of part A of these Terms.
Provider	a supplier which is registered to offer Provider Services on the Platform to Service Recipients, namely to include Logistical Service Providers and Transitional Logistics Service Providers.
Provider Services	logistics, warehousing or associated services (as such services may be approved by VCL from time to time to be offered via the Platform).
Provider Services Agreement	an agreement between a Service Recipient and a Provider for Provider Services, incorporating the Service Terms as specified in the Pricing Schedule in accordance with Part E of these Terms.
Rates	the rates to be charged by a Provider to a Service Recipient for Provider Services.
Request	a request for the desired Provider Services using the search filter functionality offered on the Platform.
RHA	Road Haulage Association Limited.
Route or Route Plan	means a comprehensive plan and individual instructions for each Request generated by the Platform for sequential execution of the specified Provider Services and in accordance with predefined service levels.
Scope	the scope of Provider Services to be provided by a Provider to a Service Recipient subject to a Provider Services Agreement.
Service Recipient	a business that requires and is seeking Provider Services from a Provider.
Service Terms	the set of standard terms and conditions which are applicable to the relevant Provider Service, as designated by VCL from time to time and made available on the Platform, and which shall be incorporated into each Order and resulting Provider Services Agreements (and Add-on Services Agreements) in accordance with Part E of these Terms and which shall be specified in the applicable Pricing Schedule in accordance with clause 8.3.
Site	https://www.flox.is/, or any other website through which VCL makes the FLOX Services available.
Transaction Quote	a notification issued by VCL in accordance with clause 10.1 on behalf of the Provider, specifying the amount of the Deposit required to be paid by the Service Recipient in respect of the relevant Provider Services.
Transitional Logistics Services Provider	means any person, partnership or a company that provides temporary provision of required auxiliary Logistics Services.
UKWA	UK Warehousing Association.
VCL	VCL Trading Europe Limited, a company registered in England and Wales under company number 07784688 with registered office at 01 Meadlake Place, Egham, Surrey, TW20 8HE, with VAT number is 288257261, also referred to in these Terms as “we”, “us” and “our”.
VCL Data	data (including aggregated or anonymised datasets), analyses and reports created or derived by VCL from Orders, Routes, Requests, Master Data, Order Data and use of the FLOX Services, not including the original data itself.
VCL Technology	means (a) all VCL Data, (b) all Intellectual Property Rights owned or controlled by VCL, (c) the Platform, (d) the FLOX Services, (e) the Mobile App, and (f) the Site.
Waste	has the meaning set out in section 75 of the Environmental Protection Act 1990, and means any substance or object which the holder discards or intends or is required to discard.
you	means the Provider or Service Recipient that is subject to these Terms.

PART E – SERVICE TERMS

WHEN THESE TERMS APPLY

1. PART E of these Terms apply to each Order and resulting Provider Services Agreement.
2. The relevant set (or sets) of Service Terms which apply to the Provider Services which are the subject of an Order will be specified in the Pricing Schedule for that Order, and will be incorporated into that Order in accordance with, and as amended by this Part E, and the resulting Provider Services Agreement will be entered into between the Provider and Service Recipient in respect of that Order on the same basis.
3. If and, to the extent that, the Service Terms contradict, conflict with or would cause any person to breach, Parts A to D of these Terms, the applicable provision of Parts A to D of these Terms shall apply and take precedence, and the Service Terms (and any related Order or Provider Services Agreement incorporating them) shall be deemed to have been varied accordingly.
4. For the purposes of each Order and resulting Provider Services Agreement, the following Order Data information, and amendments to the Service Terms, which shall be negotiated and agreed between the parties via the Platform, shall be incorporated into the Provider Services Agreement by reference.

For the following Provider Services (as specified in Pricing Schedules):

Warehousing, logistics (and associated services): Standard Conditions of Warehousing Services are the applicable Service Terms.

The following is a non-exhaustive list of the Order Data which will be included in the Order and resulting Provider Services Agreement (to the extent applicable) as specified in the Pricing Schedule for that Order, and incorporated into the Service Terms:

Minimum Volume:
Duration:
Storage space (£/€/US$ per sq.m or sq.ft):
Pallet Storage (£/€/US$ per pallet-week):
Receipt and put-away (£/€/US$ per pallet):
Pallet picking and despatch (£/€/US$ per pallet):
Case picking and despatch (£/€/US$ per case):
Item picking and despatch (£/€/US$ per item):
Container handling (£/€/US$ per container):
Demurrage (£/€/US$ per consignment day):
Returns (£/€/US$ per pallet or per case):
Auxiliary services (£/€/US$ per man-hour), for e.g. re-label, pallet rebuild, disposal, etc.:
Surcharges (additional %-ge to the base rate), for e.g. rush orders, out of hours, etc.
Any other Rate or pricing information, as required by the Platform for Warehousing Pricing Master Data, together with any specific pricing information applicable to a particular Service Recipient, Order, period or otherwise, as the same may be updated or varied by agreement between the Service Recipient and Provider from time to time.
Membership of industry bodies and associations (eg UKWA etc.):

The meanings and contract information which have been given to certain expressions in these Terms shall apply in the Service Terms, as follows:

Expression used in these Terms	Expression used in the Service Terms
Provider including VCL as its agent	Company So, by way of example, in the UKWA Contract Conditions, the “Company” would refer to the relevant “Provider” (as defined in the Terms) which is the subject of that Order or Provider Services Agreement.
Service Recipient including VCL acting as its agent	Customer
Goods Transport Unit	Goods Transport Unit
Goods	Goods
Order Data expressly set out in the Pricing Schedule, subject to express confirmation and acceptance by the Provider	Details of any “relevant matters” and “special precautions” required by the Customer for the Goods, at Conditions 1.i, 2.i.c, 2.i.v

VCL is an Associate Member of the UKWA.

The UKWA membership type and status of the Provider will be specified in the Order and resulting Pricing Schedule, and unless otherwise specified the Service Recipient acknowledges that the Provider does not make any representation as to its membership of the UKWA (or any other body or association) and the Service Terms shall be deemed to have been amended accordingly.

The Service Recipient’s attention is specifically drawn to the Limitation of liability and insurance provisions at Condition 3 of the Service Terms in particular.

Transportation, distribution (and associated services): Standard Conditions of Carriage are the applicable Service Terms.

Collection location:
Consignee details:
Consignee location:
Goods description:
Delivery date:
Number of Consignments:
Goods Transport Unit type/description:
Weight:
All Rate pricing information, as required by the Platform for Transport Pricing Master Data, together with any specific pricing information applicable to a particular Service Recipient, Order, period or otherwise, as the same may be updated or varied by agreement between the Service Recipient and Provider from time to time.
Container handling (£/€/US$ per container):
Demurrage (£/€/US$ per consignment day):
Returns (£/€/US$ per pallet or per case):
Auxiliary services (£/€/US$ per man-hour), for e.g. re-label, pallet rebuild, disposal, etc.:
Surcharges (additional %-ge to the base rate), for e.g. rush orders, out of hours, etc.

The meanings and contract information which have been given to certain expressions in these Terms shall apply in the Service Terms, as follows:

Expression used in these Terms	Expression used in the Service Terms
Provider including VCL acting as its agent	Carrier So, by way of example, in the RHA Conditions of Carriage, the “Carrier” would refer to the relevant “Provider” (as defined in the Terms) which is the subject of that Order or Provider Services Agreement.
Service Recipient including VCL acting as its agent	Customer
Goods	Consignment
Order Data expressly set out in the Pricing Schedule, subject to express confirmation and acceptance by the Provider	Details of any item or “special interest” for the purposes of Conditions 9.ii and 11.ii, or “Dangerous Goods”, for the purposes of Condition 2.

VCL is a member of the RHA.

The RHA membership type and status of the Provider will be specified in the Order and resulting Pricing Schedule, and unless otherwise specified the Service Recipient acknowledges that the Provider does not make any representation as to its membership of the RHA (or any other body or association), and the Service Terms shall be deemed to have been amended accordingly.

Your attention is specifically drawn to the following Conditions in the Service Terms in particular:

Indemnities: Condition 3.v, 4.iv.c, 12.
Limitation of liability and insurance provisions: at the introductory paragraph, Condition 3.iii, 11, 13.
Cancellation: 8.v.

Platform Terms

PART A – TERMS THAT APPLY TO ALL USERS

PART B – TERMS THAT APPLY TO SERVICE RECIPIENTS ONLY

PART C – TERMS THAT APPLY TO PROVIDERS ONLY

PART D – DEFINITIONS

PART E – SERVICE TERMS

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