DPD Pickup HubBox Terms & Conditions
1. Contract Term
1.1 This agreement is made between HubBox and the Retailer (each referred to as a “party” and both referred to as the “parties”).
1.2. This agreement will commence on the Effective Date and, unless otherwise terminated in accordance with the Order or clause 13:
1.2.1. will continue for the Initial Period; and
1.2.1. following such Initial Period, will renew automatically for successive periods of 1 month (each a “Renewal Period”), unless either party notifies the other in writing if its intention not to renew, giving written notice at least 1 month prior to the end of the Initial Period or the then current Renewal Period.
2. Integration of the HubBox Technology into the Retailer’s Website
2.1. Promptly following the Effective Date, HubBox shall provide the Retailer with access to HubBox Console and shall deliver the HubBox Integration Software.
2.2. HubBox hereby grants to the Retailer a non-exclusive, non-transferable right, without the right to grant sublicences (other than in accordance with clause 2.4), to use HubBox Console and the HubBox Integration Software to the extent necessary to access the HubBox Service via the Retailer’s Website.
2.3. The Retailer shall be solely responsible for carrying out the integration of the HubBox Integration Software in accordance with the instructions provided via HubBox Console, and making the HubBox Service available via the Retailer’s Website.
2.4. The Retailer may sublicense the rights granted under this agreement to the Retailer’s sub-contractor web developers, provided always that the Retailer shall be primarily liable for all breaches of this agreement by its sub-contractor web developers.
3. Use of the HubBox Service
3.1. With effect from the Effective Date and for the remainder of the Contract Term, HubBox hereby grants to the Retailer a non-exclusive, non-transferable right, without the right to grant sublicences (other than in accordance with clause 2.4) to use the HubBox Integration Software and HubBox Console, and to access the HubBox Application, in accordance with the Documentation, to the extent necessary to make the HubBox Service available via the Retailer’s Website.
3.2. The Retailer shall not access, store, distribute or transmit Viruses or any harmful or illegal material during the course of its use of or access to the HubBox Technology.
3.3. The Retailer shall not, 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 this agreement:
3.3.1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the HubBox Technology in any form or media or by any means;
3.3.2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form for all or any part of the HubBox Technology;
3.3.3. access all or any part of the HubBox Technology in order to build a product or service which competes with all or any part of the HubBox Technology;
3.3.4. attempt to obtain, or assist third parties in obtaining, access to all or any part of the HubBox Technology, other than as provided in clauses 2.4 and 3.1; or
3.3.5. introduce or permit the introduction of any Virus or Vulnerability into the HubBox Technology, or any part of the network and information systems used by HubBox in the course of its business.
3.4. The Retailer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, all or any part of the HubBox Technology and, in the event of any such unauthorised access or use, will promptly notify HubBox.
3.5. The rights provided under this clause 3 are granted to the Retailer only and shall not be considered granted to any subsidiary or holding company or other affiliate of the Retailer.
4. HubBox Obligations
4.1. HubBox warrants that the HubBox Service will be provided with reasonable skill and care and that the HubBox Software will, in all material respects, comply with the description and other information provided in the Documentation.
4.2. HubBox warrants that, save to the extent that such licences and consents are the responsibility of the Retailer, it has and will maintain all licences, consents, and permissions necessary for the performance of its obligations under this agreement.
4.3. Throughout the term of this agreement, subject to payment of the Licence Fees and provided always that, in respect of each issue, the Retailer has investigated the issue and can evidence that it is not a result of the integration performed by the Retailer, HubBox shall use reasonable endeavours to resolve any issues with the performance of the HubBox Service.
4.4. HubBox does not warrant that:
4.4.1. the Retailer’s use of the HubBox Technology will be uninterrupted or error-free;
4.4.2. any attempt by the Retailer to integrate the HubBox Integration Software into the Retailer’s Website will be successful, whether or not the instructions for implementation with the Platform are included in HubBox Console; or
4.4.3. the HubBox Technology will be free from Vulnerabilities or Viruses.
4.5. The assistance described in clause 4.3 shall not include the diagnosis and rectification of any issue resulting from:
4.5.1. any failure by the Retailer to properly integrate the HubBox Integration Software with the Retailer’s Website;
4.5.2. the improper use, operation or neglect of the HubBox Technology or any element of it;
4.5.3. the use of the HubBox Technology for a purpose for which it was not designed;
4.5.4. a fault in the Retailer’s, a Customer’s or any Authorised User’s equipment or in Retailer or third party software or applications or the Platform, or any change, upgrade or new release in respect of the same; or
4.5.5. loss or damage caused directly or indirectly by operator error or omission.
4.6. HubBox may, upon receipt of a request by the Retailer, agree to provide the assistance described above, notwithstanding that the Retailer has not carried out its obligations pursuant to clause 4.3 or the issue results from any of the circumstances described in clause 4.5 above, or to provide services to the Retailer that are not covered by this agreement. HubBox shall in such circumstances be entitled to levy additional charges at its then current hourly or daily rate monthly in arrears and shall be paid by the Retailer (together with VAT thereon) within 30 days of receipt of an invoice in respect of such additional charges.
5. Retailer Obligations
5.1. The Retailer shall, throughout the Contract Term, have a valid agreement with DPD to facilitate deliveries from the Retailer to DPD Pickup Points.
5.2. The Retailer shall:
5.2.1. co-operate with HubBox as necessary under this agreement including providing all necessary information to allow HubBox to provide the HubBox Technology, including the Retailer Materials and security access information;
5.2.2. carry out all Retailer responsibilities set out in this agreement in a timely and efficient manner;
5.2.3. ensure that all Authorised Users comply with the terms and conditions of this agreement;
5.2.4. ensure that its network and systems comply with the relevant specifications set out in HubBox Console or otherwise provided by HubBox from time to time; and
5.2.5. be solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the internet.
5.3. The Retailer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all Retailer Materials.
5.4. To the maximum extent permitted by law, HubBox shall not be liable for any breach, delay or default in the performance of this agreement to the extent the breach, delay or default arises from any breach of this agreement by the Retailer.
5.5 If the Retailer uses the Shopify ecommerce platform, the Retailer must create a Google API Maps key and include this information in their Shopify admin panel. If the Retailer does not do this, HubBox shall be entitled to suspend the Service until the Retailer can evidence that such action has been taken.
6. Charges and Payment
6.1. HubBox shall invoice the Retailer:
6.1.1. on or around the Billing Start Date for the Licence Fee payable in respect of the first month after the DPD Funded Period; and
6.1.2. provided that neither party has given notice to terminate in accordance with the Order, clause 1.2.2 or clause 13, monthly thereafter for the Licence Fees payable in respect of each subsequent month of the Initial Period and each Renewal Period;
and the Retailer shall pay each invoice within 30 days after the date of such invoice by direct debit, debit card or electronic bank transfer.
6.2. If HubBox does not receive payment on or before the due date:
6.2.1. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% 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 judgement; and
6.2.2. the Retailer’s licence to use the HubBox Technology will be suspended and HubBox may, without liability to the Retailer, disable the Retailer’s passwords, accounts and access to all or part of HubBox Technology for the period of time where any unpaid invoices remain unpaid.
6.3. All Licence Fees and other fees stated or referred to in this agreement:
6.3.1. shall be payable in the currency stated in the Order; and
6.3.2. are exclusive of VAT, which shall be added to HubBox’s invoices at the appropriate rate, if applicable.
6.4. HubBox shall be entitled to increase the Licence Fees at the start of each Renewal Period upon not less than 30 days’ prior notice to the Retailer.
7. Intellectual Property Rights
7.1. The Retailer acknowledges and agrees that HubBox and/or its licensors own all intellectual property rights in the HubBox Technology. Except as expressly stated in this agreement, this agreement does not grant the Retailer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the HubBox Technology.
7.2. HubBox confirms that it has all the rights in relation to the HubBox Technology, that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
7.3. HubBox acknowledges and agrees that the Retailer and/or its licensors own all intellectual property rights in the Retailer Website and the Retailer Materials. The Retailer hereby grants to HubBox the right to use the Retailer Website and the Retailer Materials and any other intellectual property rights owned by the Retailer to the extent necessary to provide the Retailer with the HubBox Service. Except as expressly stated in this agreement, this agreement does not grant HubBox any rights to, under or in, any patents or copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Retailer’s intellectual property rights.
7.4. The Retailer acknowledges and provides HubBox with permission to use the Retailer’s trademark or tradename on HubBox’s website or on any marketing materials.
8. Data Protection
8.1. The parties shall comply with the provisions and obligations imposed on them by the Data Protection Laws at all times when processing Personal Data in connection with this agreement. In particular, the Retailer shall ensure, and hereby confirms to HubBox, that it has full authority and a valid legal basis for processing the Customer Data.
8.2. HubBox collects and processes Authorised User Personal Data in the course of providing the HubBox Services and is a Data Controller (as the term is defined in the Data Protection Laws) of such Personal Data. Such processing is carried out in accordance with HubBox’s Privacy Policy, which is available on the HubBox website.
8.3. Where Personal Data is provided to HubBox by the Retailer, the Retailer shall have complied with all its obligations under the GDPR in respect of such Personal Data prior to, and in connection with, the provision of such Personal Data to HubBox.
8.4. To the extent HubBox receives Customer Data, and/or processes any Customer Data on behalf of the Retailer, HubBox shall be a Data Processor in respect of such Customer Data. The Parties anticipate that this will occur in respect of Customer Data:
8.4.1. where a Customer interacts with the HubBox Service via the Retailer’s Website to book a delivery; and
8.4.2. where HubBox provides the Customer Data to DPD on behalf of the Retailer (so that DPD can make the delivery to the correct address).
8.5. Where HubBox is a Data Processor, it shall:
8.5.1. process such Customer Data only to provide the HubBox Technology and otherwise to comply with its obligations hereunder, or on the Retailer’s other documented instructions from time to time;
8.5.2. ensure that its personnel who have access to such Personal Data are committed to binding obligations of confidentiality when processing such Personal Data;
8.5.3. implement and maintain technical and organisational measures and procedures to ensure an appropriate level of security for such Personal Data, including protecting such Customer Data against the risks of accidental, unlawful or unauthorised destruction, loss, alteration, disclosure, dissemination or access;
8.5.4. not transfer such Customer Data outside the EEA, without the prior written consent of the Retailer;
8.5.5. inform the Retailer without undue delay if any such Customer Data is (while within HubBox’s or its subcontractors’ or affiliates’ possession or control) subject to a Personal Data Breach or is otherwise lost or destroyed or becomes damaged, corrupted or unusable;
8.5.6. at the Retailer’s sole option, return or irretrievably delete all such Customer Data on termination or expiry of this agreement, and not make any further use of such Customer Data;
8.5.7. provide to the Retailer and any Data Protection Regulator such information and assistance to the Retailer and/or a Data Protection Regulator as is reasonably required to demonstrate or ensure compliance by the Retailer (to the extent that such compliance relates to the Retailer’s use of the HubBox Technology and Services) with the obligations in this clause 8 and/or the Data Protection Laws, including its obligations under Article 32 to 36 of the GDPR;
8.5.8. notify the Retailer within two (2) Business Days if it receives a request from a Data Subject to exercise its rights under the Data Protection Laws in relation to that person’s Personal Data in connection with the HubBox Technology and Services;
8.5.9. provide the Retailer with such cooperation and assistance as may reasonably be required in relation to any request made by a Data Subject to exercise its rights under the Data Protection Laws in relation to that person’s Personal Data in connection with the HubBox Technology and Services; and
8.5.10. not disclose any Personal Data to any Data Subject other than at the written request of the Retailer or as expressly provided for in this agreement.
8.6. The Retailer hereby gives HubBox a general consent to engage sub-processors to process the Customer Data.
8.7. HubBox shall enter into appropriate written agreements with all of its sub-processors on terms substantially similar to this clause 8, including without limitation the Retailer’s right to conduct audits at the sub-processor, or ensure that the sub-processor will conduct audits using external auditors at least once per year. HubBox shall remain fully liable to the Retailer for the performance or non-performance of the sub-processor’s obligations.
8.8. Subject to clause 8.9, and any alternative arrangements entered into in accordance with clause 8.7, at the Retailer’s request and provided that the Retailer shall enter into appropriate confidentiality agreements (as reasonably required by HubBox), HubBox shall permit the Retailer or its representatives to access any relevant premises, personnel or records of HubBox on reasonable notice to audit and otherwise verify compliance with its obligations under this clause 8.
8.9. HubBox shall only be required to permit the Retailer or its representatives to access any relevant premises, personnel or records of HubBox pursuant to clause 8.8:
8.9.1. once in any calendar year; or
8.9.2. in the event that the Retailer knows or has reasonable grounds to suspect that Personal Data which is processed by HubBox pursuant to the agreement is subject to a Personal Data Breach or is otherwise lost or destroyed or becomes damaged, corrupted or unusable.
8.10. If either party receives any complaint, notice or communication which relates directly or indirectly to the processing of Personal Data by the other party or to either party’s compliance with the Data Protection Laws, it shall as soon as reasonably practicable notify the other party and it shall provide the other party with reasonable cooperation and assistance in relation to any such complaint, notice or communication.
8.11. Throughout the Contract Term and for 30 days following the end of the Contract Term, HubBox shall provide the Customer Data to the Retailer in a reasonable electronic form, within a reasonable time of receiving written notice from the Retailer to do so. HubBox will delete all Customer Data 90 days after termination of this agreement (or as otherwise directed by the Retailer) and shall not process any Customer Data on behalf of the Retailer following that date.
9. Confidentiality
9.1. Each party undertakes that it will not at any time during this agreement, and for a period of five (5) years after termination of this agreement, disclose to any person any Confidential Information belonging to the other party except as permitted by clause 9.4.
9.2. The Retailer acknowledges that details of the HubBox Technology and Services, and the results of any performance tests of the HubBox Technology and Services, constitute HubBox’s Confidential Information.
9.3. HubBox acknowledges that the Retailer Materials are the Confidential Information of the Retailer.
9.4. Each party may disclose the other party’s Confidential Information:
9.4.1. to those of its employees, officers, representatives or advisers (collectively, its “Representatives”) 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 will ensure that its Representatives to whom it discloses the other party’s Confidential Information are aware of that party’s obligations under this clause 9. Each party will ensure that its Representatives are bound by confidentiality obligations no less restrictive than those set forth herein and shall regardless be liable for any acts of its Representatives in this regard; and
9.4.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
9.5. No party will 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.
10. Publicity and Marketing
10.1. The Retailer agrees that HubBox may in any of its marketing material refer to the Retailer as a client of HubBox (including reproducing the Retailer’s logo for such purpose) and may refer to the type of services that HubBox has provided to the Retailer.
10.2. The Retailer agrees that HubBox may (subject to prior Retailer approval) publish and circulate a case study describing the HubBox Technology supplied by HubBox to the Retailer (for use by HubBox as a marketing tool).
11. Limitation of Liability
11.1. Except as expressly and specifically provided in this agreement 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 this agreement.
11.2. Neither party excludes nor limits any liability for:
11.2.1. personal injury (including sickness and death) to the extent that such injury results from the negligence or wilful default of a party or its employees;
11.2.2. fraud or fraudulent misrepresentation; or
11.2.3. any other liability to the extent it cannot be excluded or limited by law.
11.3. In addition to clause 11.1 and clause 11.2, HubBox shall not be liable, whether in tort (including for negligence), contract, misrepresentation, restitution, breach of statutory duty or otherwise for any loss of profits, loss of business, loss of anticipated savings, depletion of goodwill and/or similar losses; 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 this agreement.
11.4. HubBox’s total aggregate liability in contract, tort (including negligence), misrepresentation, restitution, breach of statutory duty or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Licence Fees paid to HubBox during the 12 months immediately preceding the date on which the claim arose.
12. Uncontrollable Events
12.1. HubBox is not responsible for any delays, delivery failures, or any other loss or damage resulting from DPD’s failure to provide any required data feed or other information to HubBox, or from any failure in the transfer of data over communications networks and facilities, including the internet, and the Retailer acknowledges that the HubBox Technology may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
12.2. Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement (other than the Retailer’s obligation to pay the Licence Fees) if such delay or failure results from any Uncontrollable Event.
12.3. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 8 weeks, the party not affected may terminate this agreement by giving 30 days’ written notice to the affected party.
13. Termination
13.1. Either party may without prejudice to its other rights and remedies by notice in writing to the other party immediately terminate this agreement if the other:
13.1.1. fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment; or
13.1.2. is in material breach of any of its obligations under this agreement and if that breach is capable of remedy and the other has failed to remedy that breach within 30 days after receiving written notice requiring it to remedy that breach.
13.2. In the event of termination of this agreement for any reason:
13.2.1. all licences granted under this agreement shall immediately terminate and the Retailer shall immediately cease all use of the HubBox Technology and Services and/or the Documentation; and
13.2.2. each party will within seven (7) days of such termination return (or, at the other party’s option, destroy) all the other party’s Confidential Information in its possession or under its control and all copies of such information.
14. General Terms
14.1. Costs: Each party is responsible for its legal and other costs in relation to the preparation and performance of this agreement.
14.2. Survival of terms: The parties intend the following terms to survive termination: clause 6 (to the extent of any unpaid obligations); clause 7; clause 9; and clause 11, clause 13.2 and all clauses required for their interpretation.
14.3. Relationship of the parties: The parties are independent businesses and not partners, principal and agent, or employer and employee, or in any other relationship of trust to each other.
14.4. Third party rights: For the purposes of the Contracts (Rights of Third Parties) Act 1999, this agreement is not intended to and does not give any person who is not a party to it any right to enforce any of its provisions. However, this does not affect any rights or remedy of such a person that exists or is available apart from that Act.
14.5. Assignment and other dealings: No party may assign, subcontract or encumber any right or obligation under this agreement, in whole or in part, without the other party’s prior written consent or except as expressly permitted in this agreement.
14.6. Entire agreement: This agreement contains the whole agreement between the parties relating to its subject matter and supersedes any prior agreements, representations or understandings between them unless expressly incorporated by reference in this agreement. Each party acknowledges that it has not relied on, and will have no remedy in respect of, any representation (whether innocent or negligent) made but not expressly embodied in this agreement. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.
14.7. Variation: No amendment or variation of this agreement will be valid unless agreed in writing by an authorised signatory of each party.
14.8. Severability: If any clause in this agreement (or part thereof) is or becomes illegal, invalid or unenforceable under applicable law, but would be legal, valid and enforceable if the clause or some part of it was deleted or modified (or the duration of the relevant clause reduced), the relevant clause (or part thereof) will apply with such deletion or modification as may be required to make it legal, valid and enforceable, and the parties will promptly and in good faith seek to negotiate a replacement provision consistent with the original intent of this agreement as soon as possible.
14.9. Waiver: No delay, act or omission by either party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
14.10. Notices: Notices under this agreement must be in writing and sent to the other party’s registered office or sent via email to legal@hub-box.com for HubBox and the Retailer Notice Email for the Retailer.
14.11. Counterparts: This agreement may be signed in any number of counterparts and by the parties on separate counterparts, each of which when signed and dated will be an original, and such counterparts taken together will constitute one and the same agreement. This agreement will not be effective until each party has signed one counterpart.
14.12. Governing law and jurisdiction: This agreement is governed by the laws of England and Wales. All disputes under this agreement will be subject to the exclusive jurisdiction of the courts of England and Wales.
Schedule 1 – Definitions and Interpretations
1. Definitions
In this agreement, unless the context otherwise requires, the following expressions have the following meanings:
| Authorised User | means the Retailer’s personnel who are authorised by the Retailer to use the HubBox Technology. |
| Business Day | means a day, other than a Saturday, Sunday or public holiday in England. |
| Confidential Information | means all data or information (whether technical, commercial, financial or of any other type) in any form acquired under, pursuant to or in connection with, this agreement, whether or not physically marked as ‘confidential’, and any information used in or relating to the business of the party (including information relating to the party’s products (bought, manufactured, produced, distributed or sold), services (bought or supplied), operations, processes, formulae, methods, plans, strategy, product information, know-how, design rights, trade secrets, market opportunities, customer lists, commercial relationships, marketing, sales materials and general business affairs), and which are for the time being confidential to the party. |
| Contract Term | means the term of this agreement, as set out in clause 1. |
| Customer | means a customer who makes a purchase via the Retailer’s Website and who elects to collect their order from a DPD Pickup Point. |
| Customer Data | means the Personal Data of Customers. |
| Data Processor | shall have the meaning set out in the UK GDPR and Data Protection Act 2018. |
| Data Protection Laws | means all applicable data protection and privacy legislation in force in the United Kingdom including (i) the GDPR to the extent that it forms local laws pursuant to Section 3 of the European Union (Withdrawal Act) 2018 (UK GDPR); (ii) the General Data Protection Regulation ((EU) 2016/679) (GDPR); (iii) the Data Protection Act 2018; (iv) the Privacy and Electronic Communications Regulations 2003 (SI 2003 No. 2426) as amended; and any amendments to these laws as updated from time to time. |
| Data Protection Regulator | means any governmental or regulatory body or authority with responsibility for monitoring or enforcing compliance with the Data Protection Laws. |
| Data Subject | shall have the meaning set out in the UK GDPR and Data Protection Act 2018. |
| Documentation | means the document(s) made available to the Retailer via HubBox Console or such other web address notified by HubBox to the Retailer from time to time which sets out a description of the HubBox Technology and the user instructions. |
| DPD | means DPDGroupUK Ltd and its affiliated companies. |
| DPD Pickup Points | means the network of collection point locations offered by DPD. |
| Effective Date | means the date this agreement is entered into by the Retailer. |
| HubBox | means Convenient Collect Limited t/a HubBox, a company registered in England and Wales with company number 9271441 and whose registered office is at 50 Liverpool Street, London, EC2M 7PY, UK. |
| HubBox Integration Software | means the software and other materials and data provided by HubBox to the Retailer to enable the Retailer to integrate the Retailer’s Website for use with the HubBox Service, including the following elements of the HubBox Software (as more particularly described below): ● HubBox Checkout Integrations ● HubBox API ● HubBox SDKs ● HubBox Web Components ● HubBox Widget. |
| HubBox Console | means the HubBox developer portal containing information and documentation required for the Retailer to implement the HubBox Software including: ● Technical installation documentation ● REST API documentation ● UX guides ● Process guides ● Marketing guides ● Customer engagement/takeup guides ● FAQs. |
| HubBox Service | means use of the HubBox Technology that enables end user Customers to search for and select a DPD Pickup Point as their delivery location. |
| HubBox Software | means all proprietary technology developed and owned by HubBox, including but not limited to: ● HubBox Checkout Integrations – the applications, modules, extensions, plugins, cartridges or equivalent, applicable to the Platform, that interact with the Retailer’s Website(s) and read/write information to the HubBox API enabling Customers to select a DPD Pickup Point during the online checkout process ● HubBox API – the application programming interface that enables and allows the Retailer’s Website(s) to interoperate with the HubBox Application ● HubBox Application – the HubBox back-end code, systems and applications (including but not limited to web, mobile and desktop applications) that monitor and control package flows ● HubBox SDKs – software development kits/code libraries that can be imported into projects to enable the Retailer’s developers/agencies to implement HubBox Checkout Integrations ● HubBox Web Components – reusable custom HTML elements (with functionality encapsulated) that allow the Retailer to customise parts of the checkout journey related to the selection of DPD Pickup Points ● HubBox Widget – the user interface that allows Customers to explore and select DPD Pickup Points. |
| HubBox Technology | means, collectively, the HubBox Software, HubBox Console and the HubBox Service. |
| Intellectual Property Rights | copyright, patents, rights in confidential information, know-how, trade secrets, trade marks, trade names, design right, get-up, database rights, chip topography rights, mask works, utility models, domain names, rights in computer software and all similar rights of whatever nature and, in each case: ● whether registered or not; ● including any applications to protect or register such rights; ● including all renewals and extensions of such rights or applications; and ● whether vested, contingent or future; and wherever existing. |
| Initial Period | shall have the meaning set out in the Order. |
| Licence Fee | means the monthly software licence fee detailed in the Order. |
| Order | means the quote signed electronically by the Retailer on or around the Effective Date. |
| Personal Data | shall have the meaning as defined under the UK GDPR and Data Protection Act 2018. |
| Personal Data Breach | shall have the meaning set out in Article 4 of the UK GDPR. |
| Platform(s) | means the e-commerce platform(s) that the Retailer’s Website(s) relies on (which may be a third party platform or the Retailer’s own custom e-commerce platform), as detailed in the Order. |
| Renewal Period | shall have the meaning set out at clause 1. |
| Retailer | means the ecommerce retailer whose company name and registered address are detailed in the Order. |
| Retailer Materials | means the data, information and other materials provided to HubBox by the Retailer. |
| Retailer Notice Email | means the email address stated in the Order, unless an alternative email address for notice is provided by the Retailer to legal@hub-box.com. |
| Uncontrollable events | means an event outside the parties’ reasonable control including, without limitation: natural disaster, epidemic or pandemic, terrorist attack, civil war, civil commotion or riots, war or armed conflict; nuclear, chemical or sonic boom, collapse of buildings, fire, explosion or accident; non-performance by suppliers or subcontractors (except subcontractors engaged by the Retailer to install the HubBox Integration Software). |
| Virus | means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by rearranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices. |
| Vulnerability | means a weakness in the computational logic (for example, code) found in software and hardware components that, when exploited, results in a negative impact to confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly. |
| Website(s) | as detailed in the Order. |
2. Interpretation
Clause headings shall not affect the interpretation of this agreement.
References to persons include individuals, unincorporated bodies and partnerships (in each case whether or not having a separate legal personality), governments, government entities, companies and corporations and any of their successors, permitted transferees or permitted assignees.
The words include, includes and including are deemed to be followed by the words ‘without limitation’.
Reference to writing or written includes e-mail.