SHIPPII SaaS - TERMS OF USE


1.Definitions

All capitalised terms not otherwise defined in-text shall have the meaning set out at clause 28 below

2. User Subscriptions

2.1 Subject to the Customer accepting these Terms of Use and purchasing User Subscriptions, Shippii will grant to the Customer a right to permit its Authorised Users to use the Services during the Subscription Term solely for the Customer's internal business operations.
2.2 In relation to the Authorised Users, the Customer undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Services shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) it will not allow or suffer any User Subscription to be used by more than one individual unless that User Subscription has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services;
(c) each Authorised User shall keep a secure password for his/her use of the Services;
(d) it shall maintain a written, up to date list of current Authorised Users and provide such list to Shippii within five (5) Business Days of the Shippii's written request at any time or times;
(e) it shall permit Shippii or Shippii’s designated auditor to audit the Services in order to establish the name and password of each Authorised User and the Customer's data processing facilities to audit compliance with these Terms of Use. Each such audit may be conducted no more than once per quarter, at Shippii’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business;
(f) if any of the audits referred to in 12.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Shippii’s other rights, the Customer shall promptly disable such passwords and Shippii shall not issue any new passwords to any such individual; and
(g) if any of the audits referred to in 12.2(e) reveal that the Customer has underpaid Subscription Fees to Shippii, then without prejudice to Shippii’s other rights, the Customer shall pay to Shippii within ten (10) Business Days of a written demand from Shippii an amount equal to (a) such underpayment as calculated in accordance with Schedule 1 (Subscription Fees) together with a 50% uplift to compensate in part Shippii for the costs of the audit, which the Customer acknowledges is a reasonable pre-estimate of Shippii’s loss for undertaking the audit and not an unauthorised penalty.
The Customer shall not access, store, distribute or transmit any viruses, or any material during the course of its use of the Services that:

(a)is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) is otherwise illegal or causes damage or injury to any person or property;
and Shippii reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.
2.4 The Customer shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these Terms of Use:
(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services (as applicable) in any form or media or by any means; or
(ii)   attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services; or
(b) access all or any part of the Services in order to build a product or service which competes with the Services; or
(c) use the Services to provide services to third parties; or
(d) subject to clause 13.1 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or
(e)   attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 2.
2.3 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services, in the event of any such unauthorised access or use, promptly notify Shippii.
2.4 The rights provided under this Error: Reference source not foundError: Reference source not found are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
3. Additional user subscriptions
3.1 The Customer may, from time to time during any Subscription Term, purchase additional User Subscriptions and following payment for such additional User Subscriptions, Shippii shall grant access to the Services to such additional Authorised Users in accordance with the provisions of these Terms of Use.
4. Services
4.1 Shippii’s platform enables Authorised Users to build shipments in a single cloud service, with access to one of the world’s largest carrier libraries. Shippii’s platform contains functionality to produce and dispatch shipments, produce relevant documents, facilitate electronic booking and a range of additional add-ons (collectively “the “Services”).
4.2 Shippii offers various subscription plans, which contain different configurations of service, functionality and infrastructure as more particularly set out at Schedule 1 (Subscription Fees”)
4.3 Shippii endeavours to provide the Services and agreed level of support in accordance with the Service Level Agreement set out at http://go.shippii.com/sla .
4.4 Any bespoke service levels or other obligations shall be set out in a supplementary statement of work agreed between the Shippii and Customer from time to time.
4.5 Other than the Services set out in these Terms of Use (or any supplementary statement of work), the Customer is responsible for procuring all necessary hardware, software, infrastructure, and consumables needed to access and use the Services.
4.6 Shippii intends to implement future updates to the functionality of the Services but shall be under no specific obligation to do so. In the event of an update, Shippii may require the Customer to update any software, hardware or other equipment used by Customer, to the extent that is no longer compatible with the updated version of the Services.
4.7 Shippii’s cookies policy is set out at http://go.shippii.com/cookies .
5. Integration
5.1 The Services contain integrations to several back-end systems on the market. The Customer may use such integrations in establishing integrations between the Customer's back-end system and the Services, thereby enabling the Customer to access the Services offered within the Customer's own system.
5.2 Shippii may provide assistance to the Customer in the implementation of such integrations, on a time and materials basis as agreed in writing from time to time.
6. Maintenance
6.1 To the extent reasonably possible, all required maintenance shall be carried out without any material disturbance or downtime to the Services. Planned maintenance that requires downtime shall be communicated to the Customer no later than fourteen (14) days prior to the said maintenance.
6.2 Shippii shall have the right to perform emergency maintenance to ensure general availability and adequate security levels of the Services with little or no notice.
7. APIs
7.1 Shippii provides a catalogue of web services and APIs hosted by Shippii.
7.2 To maintain a high level of availability and provide superior quality of service, Shippii limits the API call usage. The limits on the total calls and the rate at which the calls can be made depend on the API.
7.3 A Shippii API is subject to request rate limits meaning the subscription level will have a cap on the use of its APIs. If a Customer exceeds the daily limit or otherwise abuses the service, the API may stop working temporarily. If one continues to exceed this limit, the Customer’s access to the Shippii API may be blocked. If the Customer’s need for volume increases, the Customer can buy higher limits/upgrade subscription.
8. Data Protection
8.1 The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data. Shippii shall use the Customer Data (business contact details) for the purposes reasonably required to provide, update, maintain and invoice the Services, and to liaise with such business contacts and with subcontractors/third parties required to facilitate the provision of the Services. On termination of the Services, Shippii shall maintain such business contact details for a further six months and longer, to the
extent reasonably required in connection with its statutory/fiscal obligations.
8.2 Both parties will comply with all applicable requirements of the Data Protection Legislation. This Error: Reference source not found8 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
8.3 The parties acknowledge that:
(a) if Shippii processes any personal data on the Customer's behalf when performing its obligations under these Terms of Use, the Customer is the controller and Shippii is the processor for the purposes of Data Protection Legislation.
(b) the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to facilitate the provision of the Services and Shippii’s other obligations under these Terms of Use.
8.4 Without prejudice to the generality of 58.4, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Shippii for the duration of Shippii’s contracts with its customers for the purposes of the provision of the Services so that Shippii may lawfully use, process and transfer the
personal data in accordance with these Terms of Use on the Customer's behalf.
8.5 Shippii shall, in relation to any personal data processed in connection with the performance by Shippii of its obligations under these Terms of Use:
(a) process that personal data only as set out in these Terms of Use or as otherwise authorised by the Customer, unless Shippii is
required by other laws applicable in a particular country (“Applicable Laws”) to act in a contrary manner. Where Shippii is
relying on Applicable Laws the basis for processing personal data, Shippii shall promptly notify the Customer of this before
performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Shippii from so notifying the Customer;
(b) not transfer any personal data outside of the European Economic Area and/or the United Kingdom unless the following conditions are fulfilled:
(i) the Customer or Shippii has provided appropriate safeguards in relation to the transfer;
(ii) the data subject has enforceable rights and effective legal remedies;
(iii) Shippii complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
(iv) Shippii complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;
(c) assist the Customer, at the Customer'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;
(d) notify the Customer without undue delay on becoming aware of a personal data breach;
(e) at the written direction of the Customer, 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 for these purposes the term "delete" shall mean to put such data beyond use); and
(f) maintain complete and accurate records and information to demonstrate its compliance with this Error: Reference source not found8 and immediately inform the Customer if, in the opinion of Shippii, an instruction infringes the Data Protection Legislation.
8.6 Each party shall 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, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).
9. Third party providers
The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. Shippii makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not Shippii. Shippii recommends that the Customer refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. Shippii does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.
10. Shippii's obligations
10.1 Shippii undertakes that the Services will be performed with reasonable skill and care.
10.2 The undertaking at 710.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Shippii’s instructions, or modification or alteration of the Services by any party other than Shippii or Shippii’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non
-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the
undertaking set out in 710.1
10.3 Shippii:
(a) does not warrant that:
(i) the Customer's use of the Services will be uninterrupted or error-free; or
(ii) that the Services will meet the Customer's requirements.
(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over
communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
10.4 Shippii warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these Terms of Use.
11. Customer's obligations
The Customer shall:
(a) provide Shippii with:
(i) all necessary co-operation in relation to these Terms of Use; and
(ii)all necessary access to such information as may be required by Shippii;
in order to provide the Services.
(b)without affecting its other obligations under these Terms of Use, comply with all applicable laws and regulations with respect to its activities under these Terms of Use;
(c)carry out all other Customer responsibilities set out in these Terms of Use in a timely and efficient manner. In the event of any delays in the Customer's provision of such
assistance as agreed by the parties, Shippii may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) ensure that the Authorised Users use the Services in accordance with these Terms of Use and shall be responsible for any Authorised User's breach of these Terms of Use;
(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for Shippii, its contractors and agents to perform their obligations under these Terms of Use, including without limitation the Services;
(f) be, to the extent permitted by law and except as otherwise expressly provided in these Terms of Use, solely responsible for
procuring, maintaining and securing its network connections and telecommunications links from its systems and all problems,
conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
12. Charges and payment
12.1 The Customer shall pay the Subscription Fees to Shippii for the User Subscriptions and/or other agreed Services, in accordance with this 812 and Schedule 1. Services will not be activated until the first payment has been made.
12.2 The Customer shall provide to Shippii valid, up-to-date and complete credit card details acceptable to Shippii and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to Shippii, the Customer hereby authorises Shippii to bill such credit card annually in advance for the agreed subscription level or any other agreed Services. 12.3 If Shippii has not received payment on the due date, then without prejudice to any other rights and remedies of Shippii: (a) Shippii may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and Shippii shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
12.4 All amounts and fees stated or referred to in these Terms of Use:
(a) shall be payable in Euros;
(b) are, subject to 1212.3(b), non-cancellable and non-refundable;
(c) are exclusive of value added tax, which shall be added to Shippii’s invoice(s) at the appropriate rate.
12.5 If, at any time whilst using the Services, the Customer exceeds the amount of disk storage space specified in Schedule 1, Shippii shall charge the Customer, and the Customer shall pay, Shippii’s then current excess data storage fees. Shippii’s excess data storage fees are set out in Error: Reference source not foundError: Reference source not found. The Customer expressly authorises use of its credit card details for such additional payments.
12.6 Shippii shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions and/or the excess storage fees payable upon 90 days' prior notice to the Customer and Error: Reference source not foundError: Reference source not found shall be deemed to have been amended accordingly.
12.7If the benefits of the designated subscription level are exceeded, the Customer will automatically be moved to the next subscription level and will be charged in accordance with the Shippii’s general price list for such higher subscription level. The Customer expressly authorises use of its credit card details for such additional payments.
12.8 Professional services that are not included within the Subscription Fees shall be charged at the prevailing rates on a quotation basis on request.
13. Proprietary rights
13.1 The Customer acknowledges and agrees that Shippii and/or its licensors own all intellectual property rights in the Services. Except as expressly stated herein, these Terms of Use do not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services.
13.2Shippii confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of these Terms of Use.
14. Confidentiality
14.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under these Terms of Use. A party's Confidential Information shall not be deemed to include information that:
(a) is or becomes publicly known other than through any act or omission of the receiving party;

(b) was in the other party's lawful possession before the disclosure;

(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

(d) is independently developed by the receiving party, which independent development can be shown by written evidence.

14.2 Subject to 1014.4, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than in connection with the legitimate exercise of each party’s rights and obligations under these Terms of Use.

14.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of these Terms of Use.
14.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this 1014.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

14.5The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute Shippii’s Confidential Information.
14.6 No party shall make, or permit any person to make, any public announcement concerning these Terms of Use without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

14.7 The above provisions of this 1014 shall survive termination of these Terms of Use for a period of five (5) years, however arising.

15. Indemnity
15.1 The Customer shall indemnify Shippii against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services. 15.2 Shippii shall defend the Customer, its officers, directors and employees against any claim that the Customer's use of the Services or Documentation in accordance with these Terms of Use infringes any patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims,
provided that:
(a) Shippii is given prompt notice of any such claim;
(b) the Customer provides reasonable co-operation to Shippii in the defence and settlement of such claim, at Shippii’s expense; and
(c) Shippii is given sole authority to defend or settle the claim.
15.3 In the defence or settlement of any claim, Shippii may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate these Terms of Use on two (2) Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
15.4 The foregoing shall be the Customer's sole and exclusive rights and remedies for infringement of any patent, copyright, trademark, database right or right of confidentiality.
16. Limitation of liability
16.1 Except as expressly and specifically provided in these Terms of Use:
(a) the Customer assumes sole responsibility for results obtained from the use of the Services by the Customer, and for conclusions drawn from such use. Shippii shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Shippii by the Customer in connection with the Services, or any actions taken by Shippii at the Customer's direction;
(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms of Use; and
(c) the Services are provided to the Customer on an "as is" basis.
16.2 Nothing in these Terms of Use excludes the liability of Shippii which cannot be excluded by law.
16.3 Subject to 1216.1 and 16.2: (a) Shippii shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms of Use; and
(b) Shippii’s total aggregate liability in contract (including in respect of the indemnity at 1115), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, for all claims arising in connection with the performance or contemplated performance of these Terms of Use in any calendar year shall be limited to the higher of (a) €1,000 or (b) the total Subscription Fees paid for the User Subscriptions during such calendar year.
17. Term and termination 17.1 These Terms of Use shall apply to all User Subscriptions and/or other Services purchased by the Customer for the initial term of such subscriptions (the “Initial Subscription Term”), including any agreed renewals of such subscriptions (each a “Renewal Period”) (collectively the “Subscription Term”).
17.2 Without affecting any other right or remedy available to it, either party may terminate all User Subscriptions with immediate effect by giving written notice to the other party if:
(a) the breach of contract is material (including non-payment of any invoice by the due date for payment for such invoice), and such material breach has not been remedied by the breaching party within ten (10) Business Days of a written notice sent from the non-breaching party.
(b) there have been multiple breaches of any of these Terms of Use in such a manner as to reasonably justify the opinion that the conduct of the breaching party is inconsistent with it having the intention or ability to give effect to these Terms of Use;
17.3 Shippii may terminate all User Subscriptions with immediate effect if the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts.
17.4 On termination of all User Subscriptions for any reason:
(a) Shippii may retain Customer Data in its possession for a maximum of three (3) months following termination of these Terms of Use; the Customer shall pay all reasonable expenses incurred by Shippii in returning or disposing of Customer Data; and
(b) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms of Use which existed at or before the date of termination shall not be affected or prejudiced.
18. Force majeure
Shippii shall have no liability to the Customer under these Terms of Use if it is prevented from or delayed in performing its obligations under these Terms of Use, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Shippii or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors or due to an epidemic or pandemic, provided that the Customer is notified of such an event and its expected duration.
If a force majeure event continues for a period of three (3) months, then either party shall be entitled to terminate these Terms of Use without any liability.
19. Conflict
If there is an inconsistency between any of the provisions in the main body of these Terms of Use and the Schedules, the provisions in the main body of these Terms of Use shall prevail.
20. Variation
No variation of these Terms of Use shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
21. Waiver
No failure or delay by a party to exercise any right or remedy provided under these Terms of Use or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
22. Rights and remedies
Except as expressly provided in these Terms of Use, the rights and remedies provided under these Terms of Use are in addition to, and not exclusive of, any rights or remedies provided by law.
23. Severance
23.1 If any provision or part-provision of these Terms of Use is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms of Use.
23.2 If any provision or part-provision of these Terms of Use is deemed deleted under 1423.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
24. Entire agreement
24.1 These Terms of Use together with any other documentation signed by the parties in relation to the provision of Services (including User Subscriptions) by Shippii to the Customer, constitute the entire agreement between the parties and supersedesand extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
25. Assignment
25.1 The Customer shall not, without the prior written consent of Shippii (such consent not to be unreasonably withheld or delayed), assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms of Use.
25.2 Shippii may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms of Use.
26. Notices
26.1 Any notice required to be given under these Terms of Use shall be in writing and shall be delivered by hand or sent by courier or pre-paid first-class (or international) post (as applicable) to Shippii at the address set out below, and to Customer at the address details given on registration, or such other address as may have been notified by that party for such purposes.
26.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class/international post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent recorded delivery shall be deemed received on the date on which it is signed for. A notice sent by reputable international courier shall be deemed delivered on the date and at the time shown in the records of the courier company.
27. Governing law
These Terms of Use and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales, without reference to its conflict of law principles.
28. 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 these Terms of Use or its subject matter or formation (including non-contractual disputes or claims).
29. Interpretation
29.1 The definitions and rules of interpretation in this clause apply in these Terms of Use.
Authorised Users: employees, agents and/ or independent contractors of the Customer who are authorised by the Customer to use the Services, as further described in 12.2(d).
Business Day: a day other than a Saturday, Sunday or public holiday in Germany when banks in Frankfurt are open for business.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in 1114.

Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.

Data Protection Legislation: the General Data Protection Regulation ((EU) 2016/679); 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, together with any other European Union legislation relating to personal data 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).
Effective Date: the date of acceptance of these Terms of Use.
Initial Subscription Term: the initial term of subscriptions/Services purchased by the Customer as set out in an agreement signed by the parties incorporating these Terms of Use
Renewal Period: the period described in 1217.1.
Services: shall have the meaning set out at clause 4 to these Terms of Use.
Subscription Fees: the subscription fees payable by the Customer to Shippii for the active User Subscriptions, as more particularly set out at Schedule 1 to these Terms of Use.
Subscription Term: has the meaning given in 1217.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
User Subscriptions: the user subscriptions purchased by the Customer which entitles Authorised Users to access and use the Services in accordance with these Terms of Use.



Schedule 1 - Subscription Fees
Reference www.shippii.com