Published using Google Docs
Wonderpack Eco Trading Terms and Conditions.docx
Updated automatically every 5 minutes

Wonderpack Eco’s Third Party Logistics Terms and Conditions

  1. DEFINITIONS

  1. In this Agreement the following terms and expressions shall have the meaning allocated to them below or in the Background section above, unless the context clearly provides otherwise:

Agreement

means this agreement including, as an integral part, the Schedules, and any modifications and updates made from time to time in accordance with the provisions hereto;

Applicable Laws

means all applicable laws, statutes, regulations from time to time in force;

Business Day

means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;

Charges

means the charges as set out in Schedule 1 (as the same may be amended from time to time);

Confidential
Information

means all information, in whatever form (including without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, customers, products, Intellectual Property Rights, including, without limitation, technical data, know-how ideas, procedures, substances, samples, pricing and cost information, business and

marketing plans and the like, customers, agents, distributors, shareholders,management or business contacts, whether or not such information is marked confidential;

Consignee

means the person to whom the Customer instructs Owner to deliver Products via the Owner E-Fulfilment Platform;

Container

means any pallet, packing case, container, tanker, trailer or other item used to carry Products.

Custom Packaging

means such custom packaging as is required by a Owner.

Custom Packaging Training Period

means the period within which Wonderpack must train the requisite staff to comply with requested Custom Packaging requirements.

Data Protection Legislation

means all applicable data protection and privacy legislation in force from time to time in the United Kingdom including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended;

Delivery

means delivery of the Product(s) to the address of the Customer as specified on the Order;

Delivery Partner

means one of the following carriers [eg Royal Mail, DPD, DHL and Parcel Force] or  other that be added from time to time

E-Fulfilment Platform

has the meaning set out in Recital C above;

Effective Date

means the date in which the Service Agreement has been signed;

Force Majeure Event

shall have the meaning set out in Clause 18;

Good Industry Practice

means using the standards, practices, methods and procedures conforming to the Applicable Laws and exercising that degree of skill and care, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person engaged in a similar type of undertaking under the same or similar circumstances.

Intellectual Property Right(s)

means patents, trademarks, trade names, business names, logos, distinctive signs, rights in get-up and trade dress, design rights, inventions and rights thereto, copyright and related rights (including all rights corresponding thereto in both published and unpublished works), patents, pending applications, domain names, URLs and any other addresses for use on the internet, websites, software (including reports, scripts, source code, computer systems and other technical documentation related thereto), data and database rights,

rights in Confidential Information, customer lists, "know-how", goodwill and the right to sue for passing off 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 rights to apply for registration of 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;

Initial Term

means the initial term of this agreement being one year;

Parties

means the parties to this Agreement;

Product

means the Owner’s products;

Order

means any order placed by a Third Party for the purchase of the Products as notified to Wonderpack via the Owner E-Fulfilment Platform;

Replacement Wonderpack

means any third party appointed to provide the Services, or substantially similar Services, following the termination or expiry of this Agreement;

Service Agreement

means the Service Agreement agreed between Wonderpack Eco and the Owner;

Services

means the Services set out in the Schedule;

Service Levels

means the service levels to which the Services are to be provided, as set out in Service Agreement (Service Levels);

Standard Packaging

means Owner's standard packaging instructions made available to Wonderpack.

Term

means the period from the Effective Date until this Agreement is terminated in accordance with Clause 17 or 18 or pursuant to any other termination right set out in this Agreement or otherwise in accordance with applicable law;

Territory

means the United Kingdom of Great Britain and Northern Ireland;

Third Party

means any person or entity, with the exception of the Parties; and

Warehouse Premises

means the warehouse at 25 Victoria Gardens, Burgess Hill, RH15 9NB and such other warehouse as agreed in writing between the Parties from time to time.

  1. SCOPE OF SERVICES

  1. Owner hereby engages Wonderpack to provide the Services during the Term in accordance with the terms and conditions as set out in this Agreement.

  1. The Services shall be provided from the Warehouse Premises.

  1. Wonderpack will immediately notify Owner (by telephone, followed as soon as possible by email) of any operational issues which materially impact Wonderpack's performance of the Services.

  1. Wonderpack's role pursuant to this Agreement is solely that of an independent contractor service provider. Wonderpack has no authority to negotiate or conclude the sale of the Products on behalf of and/or in the name or as agent of Owner and nothing in this Agreement will be construed as creating any entitlement on the part of Wonderpack to share in the goodwill of the Owner's business in the Territory or elsewhere.

  1. ORDER(S)

  1. The Services will be provided following receipt by Wonderpack of an Order via the Owner E-Fulfilment Platform.

  1. This Agreement is fully applicable to every Order. Any terms and conditions of Wonderpack, however described, are explicitly excluded from the contract between the Parties.

  1. Wonderpack shall provide the Services in accordance with the Services  as set out in Schedule 2.

  1. COMPLIANCE AND ADDITIONAL PROVIDER OBLIGATIONS

  1. Wonderpack shall maintain all governmental or other regulatory licences, authorisations, registrations, notifications, certificates, approvals, permits and consents that may be required from time to time in accordance with all applicable laws to enable Wonderpack to perform its duties and comply with its obligations under this Agreement.

  1. Wonderpack will store Products in a satisfactory condition and in accordance with Owner's instructions set out in Schedule 2.

  1. When performing Services Wonderpack shall:

  1. handle Products with care;

  1. comply with all Applicable Laws and regulations;

  1. comply with the terms and conditions as set out in this Agreement and the Orders;

  1. perform the Services in a professional, courteous and respectful manner by appropriately experienced, qualified and trained personnel with all skill, care and diligence expected of a specialist warehouse services provider; and

  1. perform the Services using appropriate and properly maintained facilities and equipment.

  1. OWNER OBLIGATIONS

  1. Owner shall provide full product details to Wonderpack, including but not limited to Dimensions, Weight and Barcode

  1. DATA PROTECTION

  1. Wonderpack will comply with all applicable requirements of the Data Protection  Legislation.

  1. The parties acknowledge that for the purposes of the Data Protection Legislation, Owner is the controller and Wonderpack is the processor.

  1. Without prejudice to the generality of Clause 6.1, Wonderpack shall, in relation to any personal data (which includes for the avoidance of doubt, any data received by Wonderpack relating to Customers) processed in connection with the performance by Wonderpack of its obligations under this agreement:

  1. process that personal data only on the documented written instructions of Owner unless Wonderpack is required by Applicable Laws to otherwise process that personal data.

  1. ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data;

  1. ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and

  1. not transfer any personal data outside of the European Economic Area unless the prior written consent of Owner has been obtained:

  1. assist Owner, at Owner's cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
  2. notify Owner within 48 hours of becoming aware of a personal data breach;

  1. at the written direction of Owner, delete or return personal data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the personal data; and

  1. maintain complete and accurate records and information to demonstrate its compliance with this Clause 6.3 and allow for audits by Owner and immediately inform Owner if, in the opinion of Wonderpack, an instruction infringes the Data Protection Legislation.

  1. SERVICE LEVELS

  1. Wonderpack shall use reasonable endeavours to ensure that the Services meet the Service Levels at all times from the Effective Date.

  1. Wonderpack shall notify Owner promptly of any actual or prospective failure to meet the Service Levels.

  1. TITLE, RISK AND LIENS

  1. Risk in all Products shall remain with Wonderpack at all times from the time of unloading at the Warehouse Premises to the time of loading the Products at the Warehouse Premises to the relevant Delivery Partner including at all times when they are stored or required to be stored at the Warehouse Premises in accordance with the terms of this Agreement and the Order.

  1. Wonderpack shall keep all Products and other property of Owner clearly identified in its records as belonging to Owner and shall store such Products and other property separately and in such manner as to clearly identify Products and property as separate from products and property stored by Wonderpack for its other client.

  1. Wonderpack hereby expressly waives all or any liens, encumbrances or rights which it may have or acquire by reason of this Agreement or otherwise over any property of Owner or any Third Party from time to time in Wonderpack’s possession or control and shall not permit any sub-contractor or other third party to acquire any liens, charges encumbrances or rights over such Products or other property of Owner. Wonderpack undertakes to release to Owner or any party nominated by Owner forthwith upon demand all such property and hereby grants to Owner, its agents and employees an irrevocable licence to enter Wonderpack’s premises and vehicles for the purpose of recovering such property.

  1. PRICING, INVOICING AND PAYMENT

  1. Subject to the satisfactory performance of Services in accordance with this Agreement and the Order, Owner shall pay Wonderpack for Services based upon the Charges listed in or calculated in accordance with the Service Agreement.

  1. Invoicing and payment shall take place in accordance with Schedule 1.

  1. LIABILITY, INDEMNITY AND INSURANCE

  1. Wonderpack shall have in place at all times for the duration of this Agreement at their own cost and expense adequate insurance cover for:

  1. employer’s liability with a minimum limit of £5 million for any one event but not limited as to the number of events;
  2. public liability with a minimum limit of £5 million for any one event but not limited as to the number of events; and

  1. Product liability with a minimum limit of £1 million for any one event but not limited as to the number of events.

  1. Subject to Clause 10.4, Wonderpack shall be liable for and shall indemnify and defend Owner and its officers, directors, employees, agents, and subcontractors at all times from and against any and all actions, claims (including without limitation any Third Party claims), liabilities, lawsuits, damages, losses, costs and expenses arising out of or in connection with:

  1. the provision of the Services by Wonderpack to Owner; and/or

  1. any failure of Wonderpack to adhere to its obligations under this Agreement (including for the avoidance of doubt its obligations in respect of data protection under clause 6) or any Order including compliance with the Services; and/or
  2. any actual or alleged injury to any person or property or death occurring to any officers, directors, employees, agents, and subcontractors of Wonderpack or any other individuals on the premises of Wonderpack; and/or

  1. any act or omission on the part of Wonderpack or its subcontractors or its or their officers, directors, employees and agents.

  1. Subject to Clause 10.4, and without prejudice to any other amounts due pursuant to Clause 13.2, in respect of any loss or damage to the Products (including without limitation any theft) or any delay in delivering the Products in the course of the Service provision, Wonderpack shall be liable for and shall indemnify and defend Owner and its officers, directors, employees, agents, and subcontractors at all times from and against:

  1. the replacement cost to Owner of all lost or damaged Products;

  1. all carriage charges, customs duties and other charges paid or payable for all lost or damaged Products;

  1. all costs incurred in destroying or disposing of any Products which are unsaleable in Owner's opinion (acting reasonably);

  1. all deductions and refunds given to Customers by Owner in respect of lost or damaged Products, or in respect of any delay in Delivery; and

  1. all other loss or damage which Owner incurs or sustains in relation to the same however caused.

  1. It is understood and agreed that Wonderpack shall not be liable to the extent that losses are caused directly by the wilful misconduct or breach of any terms of this Agreement by Owner.

  1. Without prejudice to any limitation on liability contained elsewhere in this Agreement, and subject to Clause 10.6, Owner shall not be liable to Wonderpack or its subcontractors in respect of:

  1. damage to or loss of property; or

  1. personal injury to Wonderpack or anyone else (except so far as such injury is attributable to Owner's negligence or wilful misconduct); or

  1. whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect, special or consequential loss arising under or in connection with this Agreement or any Order; or

  1. any claims of third parties for any of the foregoing.

  1. Nothing in this Agreement or any Order shall be deemed to exclude or restrict any Party’s liability for death or personal injury resulting from its negligence or the negligence of its employees, for fraud or fraudulent misrepresentation or in respect of any other matter for which it would be unlawful for a Party to exclude or restrict its liability.

  1. MEETING, GOVERNANCE AND AUDIT

  1. The Parties shall comply with the Service Agreement

  1. INTELLECTUAL PROPERTY RIGHTS

  1. Wonderpack is not entitled to make use of or refer to any trademark, trade name, domain name, patent, design, copyright, or other Intellectual Property Right of Owner save as specifically provided for in this Agreement or otherwise with the prior written consent of Owner.

  1. Wonderpack shall not make or permit to be made, any modification to the Products or their packaging (unless instructed to do so by Owner for promotional purposes) or alter, remove or transfer any trademark, logo, numbers or other means of identification on or in relation to the Products without the prior written consent of the Owner.

  1. CONFIDENTIAL INFORMATION

  1. Each Party undertakes that it shall not at any time during this agreement, and for a period of two (2) years after termination of this agreement, disclose to any person any Confidential Information concerning the business, affairs, customers, clients or providers of either Party or of any member of the group of companies to which either Party belongs, except as permitted by Clause 16.2.

  1. Each Party may disclose the other Party's Confidential Information:

  1. to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the Party's rights or carrying out its obligations under or in connection with this agreement. Each Party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other Party's Confidential Information comply with this Clause 16; and

  1. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

  1. No Party shall use any other Party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

  1. TERM AND TERMINATION

  1. This Agreement shall, unless otherwise terminated as provided in this clause 17 or clause 18, commence on the Effective Date and shall continue for the Initial Term and, thereafter, this agreement shall be automatically renewed for successive periods of 3 months (each a Renewal Period), unless:

  1. either party notifies the other party of termination, in writing, at least sixty (60) days before the end of the Initial Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Term or Renewal Period; or

  1. otherwise terminated in accordance with the provisions of this Agreement.

  1. Without prejudice to any other termination rights that Owner may have under any other provision of this Agreement or under applicable legislation, Owner can unilaterally terminate this Agreement with immediate effect by giving a written notice to Wonderpack, if:

  1. Wonderpack commits a material breach of the terms of this Agreement or any Order (which shall include a material breach in respect of Service provision as it relates to a single Customer of Owner), which, if capable of remedy, Wonderpack fails to remedy to the reasonable satisfaction of Owner within five (5) Business Days (or such longer period as Owner may permit at its sole direction) of a written notice by Owner requiring that breach to be remedied;

  1. Wonderpack repeatedly breaches the terms of this Agreement and/or Orders in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;

  1. the E-Fulfilment Agreement terminates for any reason;

  1. Wonderpack is or becomes insolvent or unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (as amended) or suspends or threatens to suspend making payments with respect to all or any class of its debts;

  1. an order has been made, petition presented, resolution passed or meeting convened for the winding up of, or making of any administration order for, Wonderpack;

  1. a receiver or examiner has been appointed over the whole or any part of the property, assets or undertaking of Wonderpack;

  1. a composition in satisfaction of debts, scheme of arrangement, or compromise or arrangement with creditors or members (or any class of creditors or members) has been proposed, sanctioned or approved in relation to Wonderpack;

  1. an encumbrancer takes possession of, or a trustee or administrative receiver or similar officer is appointed in respect of, all or any part of the business or assets of Wonderpack, or distress or any form of execution is levied or enforced upon or sued out against any such assets and is not discharged within seven (7) calendar days of being levied, enforced or sued out;

  1. any event occurs, or proceeding is taken, with respect to Wonderpack in any jurisdiction that has an effect equivalent or similar to any of the events mentioned in Clause 14.2.3 to Clause

14.2.8 (inclusive);

  1. Wonderpack suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business which, in the reasonable opinion of Owner, would be likely to adversely affect Wonderpack's ability to observe and perform properly and punctually any of its obligations under this Agreement; or

  1. any licences, authorisations, registrations, notifications, certificates, approvals, permits and consents of Wonderpack which are required for the proper performance of the Services are terminated, revoked or not renewed.

  1. Upon termination of this Agreement for any reason whatsoever Owner may require (including by telephone or email notice) that Orders placed before or on the date of termination be fulfilled by Wonderpack and (to the extent that they would not otherwise continue in force) the provisions of this Agreement shall continue in force for the purposes of such Orders and such Services until the time of performance in full of the same. Without prejudice to the foregoing, any termination of this Agreement shall include termination of all outstanding Orders unless Owner specifies otherwise.

  1. Upon termination or expiry of this Agreement:

  1. Wonderpack shall undertake a stock take of the Products stored at the Warehouse Premises in accordance with Owner instructions and provide a report of such stock take, in such form as Owner may reasonably require, to Owner within seven (14) days of termination of this Agreement.

  1. Wonderpack shall, as directed by Owner:
  1. return promptly to Owner (or to a recipient nominated by it) all Products and other property of Owner in its or its subcontractors' possession or control or;

  1. facilitate collection of the same by or on behalf of Owner;

the cost of which shall be at Wonderpack's expense in the event of termination of this Agreement under clause 14.1 or 14.3 and at Owner's expense in the event of termination of this Agreement under Clause 14 or clause 15.

  1. Wonderpack shall immediately (at Wonderpack's expense) destroy or return promptly to Owner all Confidential Information, together with all copies, photocopies and extracts made thereof (including, without limitation, electronic copies of such Confidential Information) in its or its Replacement Wonderpack's possession or control.

  1. Upon termination or expiry of this Agreement, any Order or any part of either of them, Wonderpack shall cooperate fully with Owner and with any Replacement Wonderpack to ensure an orderly and efficient transfer of service provision to Owner and/or a replacement services provider (as relevant).

  1. Termination of this Agreement and/or any part of the Services hereunder shall be without prejudice to the accrued rights and liabilities of the Parties at the date of termination.

  1. FORCE MAJEURE

  1. Force Majeure Event means any circumstance not within a Party's reasonable control including, without limitation:

  1. acts of God, flood, drought, earthquake or other natural disaster;

  1. an epidemic or pandemic;

  1. terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;

  1. nuclear, chemical or biological contamination or sonic boom;

  1. any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition;

  1. any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by or of the Party seeking to rely on this Clause, or (in respect of Wonderpack) that Party's subcontractors); and

  1. interruption or failure of utility service.

  1. Provided it has complied with Clauses 15.4 and 15.6 if a Party is prevented, hindered or delayed in or from performing any of its obligations under this Agreement or an Order by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this Agreement or the Order or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

  1. The corresponding obligations of the other Party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party.

  1. The Affected Party shall:

  1. as soon as possible after the start of the Force Majeure Event, notify the other Party of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under this Agreement (which notice shall be by telephone and followed as soon as possible by email); and

  1. use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations, including (in respect of provision of the Services) at Owner's request (and where not prevented by the nature of the Force Majeure Event) ensure that the Services are provided by alternative means acceptable to Owner and with Owner's prior written consent.

  1. If Wonderpack is unable to carry out all or part of the Services for a period of at least seven (7) Business Days by reason of a Force Majeure Event:

  1. Wonderpack shall immediately notify Owner, and within a further period of three (3) Business Days following such notice source a Replacement Wonderpack so as to maintain the continuity of the provision of the Services, provided always that the sourcing of such a Replacement Wonderpack shall not be regarded as a breach of this Agreement, or provide Owner with an alternative solution to ensure the continuity of the provision of the Services; and

  1. Owner shall be entitled to:

  1. in the event that Wonderpack is unable to source a Replacement Wonderpack to the reasonable satisfaction of Owner or find a solution under 18.5.1 within the specified time period to the reasonable satisfaction of Owner, suspend this Agreement for the duration of the Force Majeure Event in question or alternatively make arrangements for the provision of such Services by itself or a Replacement Wonderpack (and Wonderpack hereby undertakes to co-operate fully to enable the transition to the new service provider); and

  1. if the Force Majeure Event persists but no earlier than (6) weeks after the Force Majeure Event in question commences, terminate this Agreement with immediate effect at its sole discretion by notice to Wonderpack (which notice may be by email provided that it is followed as soon as possible by a written notice in accordance with Clause 26.1);

without incurring any liability to Wonderpack for costs or damages.

  1. As soon as possible after the Force Majeure Event has ceased to prevent a Party from performing its obligations, that Party will recommence performance of those obligations, save to the extent that any affected Services have been terminated pursuant to Clause 18.5.2. For such purposes Wonderpack hereby undertakes to cooperate fully to enable transition back to Wonderpack from any Replacement Wonderpack appointed pursuant to Clause 15.5.1 or 15.5.2.

  1. Without prejudice to clause 15.5, if a Force Majeure Event prevents, hinders or delays the Affected Party's performance of any or all of its obligations under this Agreement for a continuous period of more than twenty (20) Business Days, the Party not affected by the Force Majeure Event may terminate this Agreement as a whole by giving five (5) days' written notice to the Affected Party. For the avoidance of doubt the provisions of Clause 15.5 shall apply to such termination.

  1. SEVERANCE

  1. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible (and negotiation in accordance with Clause 19.2 has failed), the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part- provision under this Clause shall not affect the validity and enforceability of the rest of this Agreement.

  1. If any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

  1. FURTHER ASSURANCE

At its own expense, each Party shall, and shall use all reasonable endeavours to procure that any necessary Third Party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this Agreement.

  1. VARIATION

Save as otherwise specified in this Agreement, no variation of this Agreement shall be effective unless it is in writing and signed by each of the Parties (or their authorised representatives).

  1. WAIVER

  1. A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.

  1. A failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

  1. ASSIGNMENT

  1. Neither Party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement without the prior written consent of the other Party.

  1. NOTICES

  1. Any notice given to a Party under or in connection with this agreement shall be in writing and shall be:

  1. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

  1. sent by email to the following addresses:

  1. In the case of Owner: and

  1. In the case of Wonderpack: 
  1. Any notice shall be deemed to have been received:

  1. if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;

  1. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and

  1. if sent by fax or email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this Clause 21.2.3 business hours means 9.00 am to 5.00 pm Monday to Friday on a day that is not a public holiday in the place of receipt.

  1. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

  1. ENTIRE AGREEMENT

  1. This Agreement and the Orders constitute the entire agreement between the Parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

  1. Each Party acknowledges that in entering into this Agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

  1. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.

  1. Nothing in this Clause shall limit or exclude any liability for fraud.

  1. COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

  1. GOVERNING LAW

This Agreement, each Order and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

  1. JURISDICTION

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

     

SCHEDULE 1 PRICING, INVOICING AND PAYMENT

  1. General

  1. Invoices shall be addressed and sent by Wonderpack Eco Limited to Owner.
  2. Payments by Owner in respect of Services provided by Wonderpack shall be effected through bank transfer to Wonderpack monthly in arrears.
  3. Without prejudice to Owner's other rights and remedies in respect of any Wonderpack default, Owner shall be entitled to suspend payment of all amounts due to Wonderpack for the duration of any default in Wonderpack's performance of its obligations under this Agreement.

  1. Charges

  1. In consideration of the provision of the Services, Owner shall pay the Charges as follows for the Services:

  2. All Charges are stated exclusive of VAT which shall be paid by the Customer at the rate and from time to time in the manner prescribed by law.

SCHEDULE 2 SERVICES

  1. Services Overview

Without limitation to the Services (or requirements in respect thereof) described elsewhere in this Schedule, Wonderpack shall provide warehousing, distribution and related services to Owner in respect of Products in the Territory as detailed in Orders and as follows:

  1. Without prejudice to the Clause 9 and the Service Levels, Wonderpack shall provide the Services with reasonable care and skill and in accordance with Good Industry Practice.
  2. Wonderpack shall use all reasonable endeavours to comply with all specific instructions in writing which Owner may give to Wonderpack.
  3. Wonderpack shall provide the following categories of services:

We can pick, pack and prepare any shipments going to Amazon’s fulfilment centres for you

We can relabel and rework your stock as required. If you’re receiving stock direct from China for example, we can relabel and repackage this as needed.

If you need to manage stock by BBE or batches, we can do this for you. If certain stock needs to be picked for a particular order, this is also possible.

We use water soluble packing peanuts as void fill, along with paper packing tape and fully recyclable cardboard packaging

If a customer needs to return an item for any reason, we will receive this stock back and reprocess it for you.

We regularly work in the corporate gifting market, so can accommodate low and high volume orders at Christmas, Easter and other popular occasions.

We provide you with a monthly report containing metrics around the amount of orders processed that month, our picking accuracy and our on-time dispatch rate

We’re able to arrange repeat and regular deliveries to your customers, through our online order management portal

We can setup daily/weekly/monthly inventory reports, low stock reports, product expiry reports and much more

You will have a dedicated account manager who will understand the needs of your business and will be on hand for things like peak forecasting, order queries and troubleshooting integration issues

We know how important it is for your customer to feel valued throughout their order journey, so we can arrange for customer delivery notifications to be sent showing your company name, rather than ours.

Our in-house customer service team can provide a white label customer service experience, providing your customers with the care and diligence they deserve.

We can arrange at-a-glance or thorough stock checks of your inventory, providing you with detailed reports of our findings

We can develop a unique packaging solution for each of your products. Let us help you design a branded box, reinforcing your brand name and carrying important messaging, therefore enhancing your customers experience

2. Warehousing Services

  1. Wonderpack shall ensure that, during the term of this Agreement, the Warehouse Premises (or, where relevant, Wonderpack):

  1. are of a type and construction fit for their purpose and in accordance with all requirements under applicable laws;

  1. are maintained, repaired and kept in a state fit for their purpose;

  1. are subject to regular inspections;

  1. generally provide optimal conditions for the storage of Products;

  1. must be kept free from toxic or damaging substances;

  1. comply with all health and safety requirements and any other statutory obligations related to the Services;

  1. have the capacity to store such Products as Owner may require them to warehouse under this Agreement; and

  1. are secure at all times and not permit access to any unauthorised personnel.

  1. Wonderpack shall not dispose of the Products other than in accordance with this Agreement or Owner's written instructions or authorisation.

  1. Before delivery of a consignment of Products to the Warehouse Premises, Owner shall receive via the E-Fulfilment Platform an Order detailing the type and volume of the Products forming the consignment that it wishes to be stored in the Warehouse Premises.

  1. Wonderpack shall scan the Products upon receipt to the Warehouse using the Hardware and inspect the Products as soon as practicable following delivery to the Warehouse Premises to check they comply with the Order. If the Customer has elected to receive any Additional Services these shall be provided by Wonderpack and recorded on the Owner E-Fulfilment Platform.

  1. Wonderpack shall receive the Products for storage in the Warehouse Premises in a manner consistent with safe, clean storage.

  1. Wonderpack shall ensure records of stock accurately reflect the stock of Products available at all times and inform Owner immediately by email to the addresses provided of any discrepancies.

3.        Tracking and Tracing

  1. For traceability purposes, Wonderpack is responsible for recording the unique batch number at intake/onboarding and at despatch using the Hardware. At the point of despatch, Wonderpack must also record the distribution of Product by customer, quantity and date referenced to the batch number.

  1. Onboarding of Products

  1. Wonderpack shall be responsible for unloading the Products on arrival at the Warehouse Premises and shall be liable for any loss or damage caused during unloading save that Wonderpack shall not be liable for any loss or damage caused as result of negligent acts of Customer or its agents in assisting with the unloading or failing to pack the Products securely or damage which was caused during the delivery of the Products to the Warehouse Premises.

  1. All Products must be inventorised by Wonderpack at the Warehouse Premises before the Products can be delivered to the Delivery Partner.

  1. Wonderpack shall visually inspect the Products delivered to the Warehouse Premises as soon as reasonably practicable after their delivery to the Warehouse Premises.

  1. Wonderpack shall use reasonable endeavours to ensure that all Products are onboarded and inventorised within three Business Days of arriving at the Warehouse Premises if they are received by 1pm. If not received by 1pm then the estimated time for onboarding and inventorising shall be four Business Days.

  1. Wonderpack shall retain Containers used by the Customer to carry the Products to the Warehouse Premises until it has accumulated a truckload of Containers whereon it will return the Containers to the Customer.

  1. Owner shall provide training and guidelines to Wonderpack in relation to Standard Packaging. If the Customer opts for Custom Packaging, these instructions shall be made available to Wonderpack as required and Wonderpack shall have five (5) days from receipt of Custom Packaging instructions to ensure that its staff are made aware of Custom Packaging instructions and are trained appropriately ("Custom Packaging Training Period"). Wonderpack shall assume all liability from losses caused by a failure to follow these Custom Packaging instructions after the Custom Packaging Training Period has elapsed.

  1. Wonderpack will:

    Effect Delivery of each consignment of Products in accordance with the applicable instruction for Delivery;

    Pick the Products for dispatch to the Consignee from the stock of Products;

    Pack each consignment of Products neatly whether Standard Packaging or Custom Packaging applies;

    Be responsible for providing the packaging for each consignment of Products; and

    Ensure that the packaging is clean and in good condition.

Wonderpack will:

        be responsible for loading the Products at the Warehouse Premises to the relevant Delivery Partner;

        scan all delivery notes at the time of loading of Products;
        
        deliver all Products to the Delivery Partner within such timeframe as notified to Wonderpack by Owner and/or        the Delivery Wonderpack;
        
        scan all delivery notes at the time of loading of Products with the Delivery Partner; and

        following receipt of delivery note, confirm delivery to Owner (in each case by [1pm] on the next Business Day        following delivery).

7        Delivery Requirements

        All goods sent in to Wonderpack must adhere to the following guidelines

        An ASN has to be created prior to delivery, outlining the exact contents and expected delivery date into Wonderpack

        Be clearly labelled with the ASN number on all parcels

        Unless previously agreed with Wonderpack all items must be barcoded (including with unique barcodes for Size,                Colour, Style variations)

8        Inventories

        Wonderpack is responsible for the effective control of the stock of Products, from the receipt until completion of                 loading of Products with the Delivery Partner.


        Wonderpack shall ensure the traceability of all Products while in the custody or under the control of                         Wonderpack.        

        Wonderpack is responsible for ensuring that the Products are stored at all times in the location in the                         Warehouse Premises which corresponds with the location of Products as specified on the E- Fulfilment                         Platform.

9        Procedures for handling losses and/or breaks

Wonderpack is responsible for any loss (including theft) of or damage to Products during the course of the Service provision. The procedure is as follows:

Any loss of or damage to the Products, (including damaged Products returned by the Consignee) however caused, shall be notified to Owner (by telephone, followed as soon as possible by email) as soon as possible after Wonderpack becomes aware of it, and within twenty-four (24) hours; and

Wonderpack shall comply with Owner's instructions for the purposes of ensuring Delivery of replacement Products to Customers at Wonderpack's expense.

For the avoidance of doubt, liability for lost or damaged Products remains with Wonderpack.

10        Returns, Denials and Customer Complaints

All returns, denials and other complaints in relation to the Services and/or the Products must be logged with full details, including date of the return, denial or other complaint, reason therefor and the actions taken on the E-Fulfilment Platform.

.