Terms and Conditions

In these Terms, when we say you or your, we mean both you and any entity you are authorised to represent (such as your employer). When we say we, us, or our, we mean TransferLuxe Ltd, a company registered in England and Wales with company number 15372540. We and you are each a Party to these Terms, and together, the Parties.

These Terms form our contract with you, and sets out our obligations as a service provider and your obligations as a customer. You cannot use our Services unless you agree to these Terms.

Some capitalised words in these Terms have defined meanings, and each time that word is used in these Terms it has the same meaning. You can find a list of the defined words and their meaning at the end of these Terms.

For questions about these Terms, or to get in touch with us, please email: william.rob.rossi@gmail.com.

These Terms were last updated on [insert].

1. Engagement and Term

1.1 These Terms apply from the Commencement Date until the date that is the earlier of:

(a) the date the Services are completed (as reasonably determined by us); or

(b) the date on which these Terms are terminated,

(Term)

2. Services

2.1 In consideration of your payment of the Price, we will provide the Services in accordance with these Terms, whether ourselves or through our Personnel.

2.2 Our Services include, but are not limited to, the following (as amended on our Platform from time to time):

(a) same-day delivery;

(b) express delivery for urgent transfers;

(c) inter-store transfers;

(d) home delivery for VIP clients;

(e) pick-up and drop-off of items from specified locations;

(f) loading and unloading of items;

(g) secure transportation of luxury goods; and

(h) real-time GPS tracking of deliveries through our “Smart Roots” software.

2.3 We currently only provide our Services in the areas as set out on our Platform.

2.4 We may introduce additional services in the future which we may update from time to time on our Platform. Any new services will be subject to these Terms unless otherwise specified.

2.5 If these Terms express a time within which the Services are to be supplied, we will use reasonable endeavours to provide the Services by such time, but you agree that such time is an estimate only.

• The Services may begin with a free trial. The free trial period of the Services will last for three deliveries or as otherwise specified on the Platform/Account. We determine free trial eligibility in our sole discretion, and we may limit eligibility to prevent free trial abuse. We reserve the right to revoke the free trial and suspend your use of the Services at any time in the event that we determine that you are not eligible. Free trials are only available for new customers.

2.7 All variations to the Services must be agreed in writing between the Parties and will be priced in accordance with any schedule of rates provided by us, or otherwise as reasonably agreed between the Parties. If we consider that any instructions or directions from you constitute a variation to the scope of the Services or our obligations under these Terms, then we will not be obliged to comply with such instructions or directions unless agreed in accordance with this clause.

2.8 Notwithstanding clause 2.7, you agree that we may vary the Services or the Price at any time, by providing 30 days’ written notice to you (Variation Notice Period). If you do not agree to any amendment made to the Services or Price, you may, before the end of the Variation Notice Period, terminate these Terms by giving us 30 days’ notice in writing, in which case, the proposed variation will not come into effect and clause 9.3 will apply.

2.9 We reserve the right to refuse to transport any items that we deem, in our sole discretion, to be unsuitable for our Services, including but not limited to: food, non-luxury items, or any illegal goods or any goods we deem to be dangerous or which otherwise pose a risk to a person’s health and safety.

3. Use of Platform and Software

3.1 We grant you a non-exclusive, non-transferable right to access and use our online platform (Platform) for the purpose of requesting and managing our Services under these Terms.

3.2 You may be required to create an account (Account) to access certain features of the Platform. You are responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account.

3.3 You agree not to:

• use the Platform in any way that violates applicable laws or regulations;

• attempt to gain unauthorised access to the Platform or its related systems;

• interfere with or disrupt the integrity or performance of the Platform;

• introduce any viruses, malware, or other harmful code to the Platform;

• use the Platform to infringe upon the rights of any third party.

3.4 We retain all right, title, and interest in and to the Platform, including all related Intellectual Property Rights. These Terms do not grant you any rights to the Platform except for the limited license expressly set forth herein.

3.5 We may provide updates, patches, and support for the Platform at our discretion. You agree to implement any required updates in a timely manner to ensure proper functioning of the Platform.

3.6 We reserve the right to suspend your access to the Platform if we reasonably believe you have violated these Terms or if necessary to protect our systems or other users.

4. Your Obligations

4.1 You agree to (and to the extent applicable, ensure that your Personnel agree to):

• comply with these Terms, all applicable Laws, and our reasonable requests;
• provide us with all documentation, information, instructions, cooperation and access reasonably necessary to enable us to provide the Services;
• ensure that all items for transportation are properly packaged and labelled;
• provide accurate and complete information for each delivery request, including pickup and delivery addresses, contact details, and any special handling instructions;
• inform us in advance of any item which has a value exceeding £10,000;
• ensure that you have the necessary rights and permissions to request the delivery of the items;
• not request the transportation of any prohibited items as outlined in clause 9;
• use our online Platform and GPS tracking features in accordance with any provided instructions or guidelines; and
• not (or not attempt to) disclose, or provide access to, the Services to third parties without our prior written consent.

4.2 You agree to pay our additional costs reasonably incurred as a result of you failing to comply with this clause 3.

5. Price and Payment

5.1 In consideration for us providing the Services, you agree to pay all amounts due under these Terms in accordance with the Payment Terms.

5.2 The Price for each delivery will be calculated based on our current rates as set out on our Platform, which may vary depending on:

(a) whether you have an account with us or are using our pay-as-you-go option;

(b) the type of service requested (standard same-day or express delivery);

(c) the pickup and delivery locations; and

(d) any additional services or special handling requirements.

5.3 For Account holders, we may offer, from time to time, discounted rates as specified on your Account.

5.4 Payment for each delivery is due at the time of booking through our online Platform.

5.5 Where we have offered you a three-ride free trial, once the trial period has ended, our standard pricing will apply.

5.6 If any payment has not been made in accordance with the Payment Terms, we may (at our absolute discretion, and without prejudice to any of our rights or remedies under these Terms or at Law):

• after a period of 5 Business Days from the relevant due date, cease providing the Services, and recover, as a debt due and immediately payable from you, our reasonable additional costs of doing so (including all recovery costs); and/or

• charge interest at a rate equal to the Bank of England’s base rate, from time to time, plus 4% per annum, calculated daily and compounding monthly, on any such amounts unpaid after the relevant due date in accordance with the Payment Terms.

5.7 All amounts payable by you under these Terms are exclusive of amounts in respect of any taxes, including sales, use or value added tax chargeable from time to time (VAT), unless otherwise stated. Where any taxable supply for VAT purposes is made under these Terms by us to you, you agree, on receipt of a valid VAT invoice from us, to pay to us such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

5.8 We reserve the right to modify our pricing structure upon providing 30 days’ written notice. If you do not agree to any price changes, you may terminate these Terms in accordance with clause 9.

6. Confidential Information

6.1 Subject to clause 6.2, each Party must (and must ensure that its Personnel) keep confidential, and not use (except to perform its obligations under these Terms) or permit any unauthorised use of, information provided by the other Party, including information about these Terms and the other Party’s business and operations.

6.2 Clause 6.1 does not apply where the disclosure is required by Law or the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with these Terms and provided that the disclosing Party ensures the adviser complies with the terms of clause 6.1.

6.3 This clause 6 will survive the termination of these Terms.

7. Privacy

7.1 Each Party agrees to comply with all Applicable Data Protection Law with respect to the transfer or processing of any Personal Data in connection with these Terms.

7.2 Where you transfer any Personal Data to us in connection with these Terms, you represent and warrant that you have all rights and consents that are necessary to transfer such Personal Data to us, and our use of such Personal Data to provide the Services will not infringe the privacy rights of any third party.

7.3 The Parties each agree to comply with the terms of our Data Processing Addendum, which is set out at Attachment 1to these Terms and forms part of these terms.

8. Liability

8.1 Nothing in these Terms limits any Liability which cannot legally be limited, including Liability for:

• death or personal injury caused by negligence;

• fraud or fraudulent misrepresentation; and

• breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

8.2 Subject to clause 8.1, but despite anything to the contrary, to the maximum extent permitted by Law:  

• neither Party will be liable for Consequential Loss;

• a party’s liability for any liability under this Agreement will be reduced proportionately to the extent the relevant liability was caused or contributed to by the negligent or unlawful acts or omissions of, or breach of this Agreement by the other party; and

• our aggregate liability for any Liability arising from or in connection with these Terms will be limited to us repaying you the amount of the Price paid by you to us in respect of the supply of the relevant Services to which the Liability relates.  

8.3 We have given commitments as to the compliance of the Services with these Terms and applicable Laws in clause 2.1. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the maximum extent permitted by law, excluded from these Terms.

8.4 This clause 8 will survive the termination or expiry of these Terms.

9. Termination

9.1 Either Party may terminate these Terms at any time by giving 30 days’ notice in writing to the other Party. 

9.2 These Terms will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:

• the other Party (Defaulting Party) breaches a material term of these Terms and that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or
• the Defaulting Party goes bankrupt, insolvent, or goes into receivership, administration or liquidation or is otherwise suffers any similar insolvency event, in any jurisdiction.

9.3 Upon expiry or termination of these Terms:

• we will immediately cease providing the Services;
• any payments made by you to us for Services already performed are not refundable to you;
• you are to pay for all Services provided prior to termination, including Services which have been provided and have not yet been invoiced to you, and all other amounts due and payable under these Terms;
• by us pursuant to clause 2, you also agree to pay us our additional costs, reasonably incurred, and which arise directly from such termination (including recovery fees);and
• we may retain your documents and information (including copies) to the extent required by Law or pursuant to any information technology back-up procedure, provided that we handle your information in accordance with clause 6.

9.4 Termination of these Terms will not affect any rights or liabilities that a Party has accrued under it.  

9.5 This clause 9 will survive the termination or expiry of these Terms.

10. General

10.1 Amendment: Subject to clauses 2.7 and 2.8, these Terms may only be amended by written instrument executed by the Parties.

10.2 Assignment: Subject to clauses 10.3 and 10.11, a Party must not assign, novate or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent is not to be unreasonably withheld).

10.3 Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with these Terms, to a debt collector, debt collection agency, or other third party.

• Contracts (Rights of Third Parties) Act 1999:Notwithstanding any other provision of these Terms, nothing in these Terms confers or is intended to confer any right to enforce any of its terms on any person who is not a Party to it. 

10.5 Disputes: A Party may not commence court proceedings relating to any dispute arising from, or in connection with, these Terms (Dispute) without first meeting a representative of the other Party within 10 Business Days of notifying that other Party of the Dispute. If the Parties cannot resolve the Dispute at that meeting, either Party may refer the Dispute to mediation administered by The Centre for Effective Dispute Resolution.

10.6 Force Majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under these Terms if such delay or failure is caused or contributed to by a Force Majeure Event, provided that the Party seeking to rely on the benefit of this clause:

(a) as soon as reasonably practical, notifies the other Party in writing details of the Force Majeure Event, and the extent to which it is unable to perform its obligations; and

(b) uses reasonable endeavours to minimise the duration and adverse consequences of the Force Majeure Event.

Where the Force Majeure Event prevents a Party from performing a material obligation under these Terms for a period in excess of 60 days, then the other Party may by notice terminate these Terms, which will be effective immediately, unless otherwise stated in the notice. This clause will not apply to a Party’s obligation to pay any amount that is due and payable to the other Party under these Terms.

10.7 Governing Law: These Terms are governed by the laws of England and Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in England and Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.  

10.8 Notices: Any notice given under these Terms must be in writing addressed to the addresses set out in these Terms, or the relevant address last notified by the recipient to the Parties in accordance with this clause. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.

10.9 Publicity: Despite clause 6, you agree that we may advertise or publicise the broad nature of our supply of the Services to you, including on our website or in our promotional material.

10.10 Relationship of Parties: These Terms are not intended to create a partnership, joint venture, employment or agency relationship between the Parties.

10.11 Subcontracting: We may subcontract the provision of any part of the Services without your prior written consent. We agree that any subcontracting does not discharge us from any liability under these Terms and that we are liable for the acts and omissions of our subcontractor.

11. Definitions

In these Terms, unless the context otherwise requires, capitalised terms have the meanings given to them in these Terms, and:

Applicable Data Protection Law means the laws and regulations applicable to the processing of Personal Data by the Parties in connection with these Terms, including without limitation, the Data Protection Act 2018.

Business Day means a day on which banks are open for general banking business in London, England, excluding Saturdays, Sundays and public or bank holidays.

Commencement Date means the date that is the earlier of:

• the date that you ask us to begin supplying the Services; or
• the date that you make part or full payment of the Price.

Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. However, your obligation to pay us the Price and any Expenses will not constitute “Consequential Loss”.

Expenses means any third party costs or disbursements, reasonably and directly incurred by us for the purpose of the supply of the Services.

Force Majeure Event means any event or circumstance which is beyond a Party’s reasonable control including but not limited to, acts of God including fire, hurricane, typhoon, earthquake, landslide, tsunami, mudslide or other catastrophic natural disaster, civil riot, civil rebellion, revolution, terrorism, insurrection, militarily usurped power, act of sabotage, act of a public enemy, war (whether declared or not) or other like hostilities, ionising radiation, contamination by radioactivity, nuclear, chemical or biological contamination, any widespread illness, quarantine or government sanctioned ordinance or shutdown, pandemic (including COVID-19 and any variations or mutations to this disease or illness) or epidemic.

Intellectual Property Rights or Intellectual Property means any and all existing and future rights throughout the world conferred by statute, common law, equity or any corresponding law in relation to any copyright, designs, patents or trade marks, domain names, know-how, inventions, processes, trade secrets or confidential information, circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing, whether or not registered or registrable.

Law means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any government or similar authority with the power to bind or impose obligations on the relevant Party in connection with these Terms or the supply of the Services.

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), misrepresentation, restitution, indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to these Terms or otherwise.

Payment Terms means the timings for payment of the Price and any Expenses, as set out on our Platform.

Personal Data has the meaning given to it in the Data Protection Act 2018.

Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents, but in respect of you, does not include us.

Price means the price set out in the our Platform, as adjusted in accordance with these Terms.

Services means the services set out in the Platform, as adjusted in accordance with these Terms.

Terms means these terms and conditions and any documents attached to, or referred to in, each of them.