STOWGA LEGAL
30.01.2018

legal, terms

1 Background

1.1 www.stowga.com is a website operated by Warehousio Limited ("Stowga"). Stowga is registered in England and Wales under company number 09602383 and has its registered office at 6-8 Greencoat Place, London, England, SW1P 1PL.

1.2 Stowga is an online platform that introduces businesses (“Customers”) who need warehousing or associated or other services (“Supplier Services”) to suppliers of those services ("Suppliers") and helps them administer the ongoing relationship including the issuing of invoices.

1.3 Stowga's services (the “Stowga Services”) are as described and accessible at www.stowga.com and at any other websites through which Stowga makes the Stowga Services available (collectively the "Site").

2 These Terms of Use

2.1 These terms of use ("Terms") set out the basis on which we provide the Stowga Services to you, whether you are acting as a Supplier or as a Customer. Please read these Terms carefully before using the Stowga Services.

2.2 You must accept these Terms in order to use the Stowga Services. By using the Site or Stowga Services, you also signify your agreement to be bound by these Terms.

2.3 If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and to enter into contracts for the Supplier Services using the Site. In such event, "you" and "your" will refer and apply to that company or other legal entity.

2.4 If you do not agree to these Terms, you may not continue using the Site or the Stowga Services.

2.5 The Site and the Stowga Services are intended for use in a business context only, and not for use by individuals for domestic or private purposes or otherwise as a consumer.

2.6 The Stowga Services are only intended for use by Suppliers operating in the United Kingdom. Wherever you access and use the Stowga Services from, you agree that you will only use the Stowga Services in a manner consistent with these Terms of Use and any and all applicable local, national and international laws and regulations. To the extent that your use of the Stowga Services is not legal in your territory, you may not use them.

2.7 You are responsible for making all arrangements necessary for you to have access to the Stowga Services.

3 Access to the Stowga Services

3.1 In order to access and use the Stowga Services for the first time, you must provide the information requested on the Site in order to register with us. Your use of the Stowga Services may be as a Customer or a Supplier. The same user account may be used for both roles.

3.2 Fake user accounts are not permitted. You must provide us with accurate information.

3.3 Once you have registered with us and your account has been created, you will be a registered user of the Stowga Services unless your account is terminated in accordance with these Terms of Use, in particular clause 16.

3.4 You must treat any user account log in, user identification code, password or any other piece of information as part of our security procedures, as confidential. You must not disclose it to any third party or authorise others to use your user account.

3.5 You may not transfer your user account to any other person or entity. If you know or suspect that anyone other than you has obtained your user identification code or password and/or has accessed your Authorised User account, you must immediately notify us by sending an email to contracts@stowga.com.

3.6 You must use the Stowga Services in accordance with these Terms, including but not limited to the Acceptable Use Policy set out in clause 13 below. We have the right to suspend or disable any user account, identification code or password, whether chosen by you or allocated by us, at any time if, in our reasonable opinion, you have failed to comply with any of the provisions of these Terms.

4 Supplier Services

4.1 As described in further detail below and on the Site, the Stowga Services allow Customers to be introduced to Suppliers for the provision of Supplier Services and facilitate Customers entering into agreements and handling payments with Suppliers.

4.2 The Supplier Services for which support is offered through the Site include warehousing services but may include associated services and other services, as indicated from time to time on the Site or as otherwise communicated to you.

5 Add-On Services

5.1 You acknowledge and agree that, in the event a Customer and Supplier agree the provision of further services of any kind (“Add-On Services”) in addition to specific Supplier Services already being provided (or which have been provided) by that Supplier to that Customer (or by or to entities related to either of them):

(a) such Add-On Services shall constitute Supplier Services and shall therefore be subject to these Terms of Use, including in particular the payment of the Stowga Supplier Fee and Stowga Customer Fee (as defined in clauses 8.1 and 9.1) in relation to such Add-On Services;

(b) the Stowga Supplier Fee and Stowga Customer Fee applicable to such Add-On Services shall, unless Stowga agrees otherwise, be calculated on the same basis as the existing Stowga Supplier Fee and Stowga Customer Fee applicable to the Supplier Services already being provided, or which have been provided;

(c) this clause 5.1 shall apply irrespective of whether the Customer and the Supplier in question agree the provision of the Add-On Services using the process set out below in these Terms of Use (and including where they do not use the Site in relation to the Add-On Services); and

(d) Stowga may from time to time implement additional functionality on the Site in addition to those set out below, in order to facilitate the request and provision of Add-On Services.

6 Using the Site as a Customer

6.1 If you are using the Site as a Customer and wish to receive Supplier Services, you will create a request (“Request”) for the desired Supplier Services using the functionality offered on the Site. The Request may include any specific terms and conditions that you wish to apply to the provision of the Supplier Services in question. Through our matching technology, the relevant Suppliers registered with us will be notified. You agree that the information you provide in the Request (including in particular to the anticipated volume of Supplier Services you wish to receive) will be as accurate, up-to-date and complete as possible.

6.2 You will receive offers (each an “Offer”) through the Site from any Suppliers wishing to fulfil your Request. Each Offer is made up of two parts:

(a) the “Deal Specifics”, which include a Pricing Annex (as described below) and an overview of the other key commercial terms of the Supplier Services, including any other specific terms or conditions the Supplier proposes will apply to the Supplier Services in question (and including any terms or conditions that might vary the General Terms); and

(b) the “General Terms” that apply to the provision of the Supplier Services. The General Terms may incorporate industry standard terms (for instance, in the case of warehousing services, the United Kingdom Warehousing Association standard terms) or the Supplier’s own proposed terms.

The corresponding Pricing Annex will be sent separately to each of the Customer and the Supplier and contains details of (in the case of the Customer) the applicable Stowga Customer Fee; and (in the case of the Supplier) the applicable Stowga Supplier Fee.

6.3 You should read and understand an Offer fully before accepting it. In particular, you acknowledge that the Deal Specifics operate as an overview of the key commercial terms and do not provide the detailed terms associated with the Supplier Services. You should therefore ensure that you read and understand the General Terms as well as the Deal Specifics before accepting an Offer.

6.4 If you wish to accept an Offer from a Supplier, you will indicate this using the applicable functionality on the Site.

6.5 You and the Supplier will then be sent the agreed Deal Specifics and the General Terms (together the “Supplier Service Terms”) based on the accepted Offer. You and the Supplier will confirm your acceptance of the Supplier Service Terms using the applicable functionality on the Site.

6.6 Once both you and the Supplier have confirmed acceptance of the Supplier Service Terms, the Supplier Service Terms will form a legally binding contract between you and the Supplier governing the provision of the Supplier Services by the Supplier to you.

6.7 The Supplier Service Terms are entered into entirely at your risk. Stowga is not a supplier of Supplier Services and is not party to, and it does not have any liability either to the Supplier or the Customer under, the applicable Supplier Service Terms.

6.8 Unless explicitly specified otherwise in these Terms, Stowga's responsibilities and liabilities are limited to the Site and the provision of the Stowga Services.

6.9 You, and not Stowga, are solely responsible for ensuring that you comply with your obligations under the Supplier Service Terms. If you anticipate any problems in complying with those terms you must notify the Supplier as soon as you can.

6.10 You acknowledge that, in addition to any remedies the Supplier may have under the applicable Supplier Service Terms, any wilful or reckless breach of your obligations under such Supplier Service Terms will be deemed to be a material breach of these Terms entitling Stowga to terminate your user account. Your attention is also drawn to the “Fair Play” obligations relating to the Supplier Service Terms, set out at clause 11.3 below.

7 Using the Site as a Supplier

7.1 If you are using the Site as a Supplier, the Site will enable you to upload the proposed General Terms (as defined above) on which you are prepared to offer Supplier Services to Customers.

7.2 If Stowga receives a Request from a Customer and our matching technology indicates that you might be able to fulfil that Request, you will be notified and you will be able to provide an Offer to the Customer through the Site. We may set a time window within which you must provide any Offer to us and outside of which an Offer will not be notified to the Customer. Please note any specific terms and conditions that the Customer wishes to apply to the provision of the Supplier Services in question and be sure to take account of those terms and conditions in your Offer.

7.3 The Offer must include the Deal Specifics and the General Terms relating to the Request. For the avoidance of doubt the Deal Specifics should include any specific or non-standard terms which apply to the Supplier Services requested by the Customer. Please also note that the Service Fees you indicate in the Offer includes the Stowga Supplier Fee charged in respect of the Stowga Services (see clause 8.1 below).

7.4 If your Offer is accepted by a Customer, you and the Customer will then be sent the Deal Specifics and the General Terms (together the “Supplier Service Terms”) based on your accepted Offer. The Deal Specifics sent to you will include the Supplier Pricing Annex which will set out the applicable Stowga Supplier Fee. You and the Customer will confirm your acceptance of the Supplier Service Terms using the applicable functionality on the Site.

7.5 Once both you and the Customer have confirmed acceptance of the Supplier Service Terms, the Supplier Service Terms will form a legally binding contract between you and the Customer governing the provision of the Supplier Services by you to the Customer.

7.6 The Supplier Service Terms are entered into entirely at your own risk. Stowga is not a supplier of Supplier Services and is not party to, and it does not have any liability either to the Supplier or the Customer under, the applicable Supplier Service Terms.

7.7 Unless explicitly specified otherwise in these Terms, Stowga's responsibilities and liabilities are limited to facilitating the availability of the Site and the provision of the Stowga Services.

7.8 You are responsible for ensuring that you obtain and maintain appropriate insurance for the provision of the Supplier Services.

7.9 You, and not Stowga, are solely responsible for ensuring that you comply with your obligations under the Supplier Service Terms. If you anticipate any problems in complying with those terms you must notify Stowga and the Customer as soon as you can.

7.10 You acknowledge that, in addition to any remedies the Customer may have under the applicable Supplier Service Terms, any wilful or reckless breach of your obligations under such Supplier Service Terms will be deemed to be a material breach of these Terms entitling Stowga to terminate your user account. Your attention is also drawn to the “Fair Play” obligations relating to the Supplier Service Terms, set out at clause 11.3 below.

8 Suppliers: Service Fees, Stowga Supplier Fee and Payment

8.1 The Offer must include any fees or charges payable to you by the Customer in relation to the provision of the Supplier Services (the “Service Fees”). It is important to note that the Service Fees include the commission or other fee payable by you to Stowga in respect of the provision of the Stowga Services as notified to you in the Supplier Pricing Annex (the "Stowga Supplier Fee").

8.2 You acknowledge and agree that the applicable Service Fees may be subject to variation according to the volume of Supplier Service required by the Customer and/or provided by you from time to time, or other factors set out in the Supplier Service Terms, including your and the Customer’s rights under the General Terms.

8.3 You acknowledge and agree that, notwithstanding the fact that Stowga is not a party to the Supplier Service Terms between the Supplier and the Customer, Stowga (including through its chosen payment service provider) acts as your payment collection agent for the limited purpose of accepting payments from the Customer on your behalf. Upon the Customer's payment of the Service Fees to Stowga, the Customer's payment obligation to you for the Service Fees is extinguished, and Stowga is responsible for remitting the Service Fees to you, less the Stowga Supplier Fee.

8.4 Subject to clause 8.5 below, Stowga will generate invoices for the Service Fees on your behalf and issue them to the Customer for payment. Invoicing periods will be as set out in the Supplier Service Terms. At the same time, Stowga will generate an invoice to you in respect of the Stowga Supplier Fee. Stowga shall remit payment of the applicable Service Fees, less the Stowga Supplier Fee to you, within 30 days (or such other payment period as is set out in the Supplier Service Terms) of receipt of payment from the Customer. You authorise us to deduct the applicable Stowga Supplier Fee from the Service Fees due to you under these Term.

8.5 Stowga may require certain information from you in order for it to generate invoices on your behalf in relation to the Supplier Services in question. For instance, for warehousing services, Stowga may require you to complete a record indicating storage space usage and pallet movement for the Customer in question. You acknowledge that if you do not provide correct and complete information when requested, Stowga will not be able to issue an invoice to the Customer on your behalf.

8.6 If a Customer fails to pay the Service Fees to Stowga, Stowga will not be liable to you for such amounts, and your recourse shall be to pursue the Customer under the Supplier Service Terms. We may in our sole discretion provide you with support in this regard. In the event that a Customer makes payment of the Service Fees and Stowga does not remit the relevant Service Fees (less the applicable Stowga Supplier Fee) to the Supplier as described in these Terms, you will have recourse only against Stowga and not the Customer.

8.7 Stowga will collect the Deposit (as defined in clause 9.7 below) from the Customer on your behalf once the Supplier Service Terms have been accepted by both the Customer and the Supplier.

8.8 You agree that Stowga may process payments on your behalf through the Site for Service Fees payable to you during the term of provision of the Supplier Services and until you notify Stowga that the Customer is no longer receiving the Supplier Services and that no further Service Fees are payable. You agree to notify Stowga if the applicable Service Fees change during the duration of the Supplier Services (for example, in relation to warehousing services, if volumes fluctuate and pricing varies as a result).

8.9 Cancellation and termination of Supplier Services either by the Supplier or the Customer must be dealt with in accordance with the Supplier Service Terms. Notification must be given to Stowga who will notify the Customer.

8.10 Stowga does not control any fees that may be charged to the Customer or the Supplier by Stowga’s chosen third-party payment service provider, and you agree that Stowga shall not have any liability to you in this regard. Whatever payment method is used by the Customer or the Supplier may be subject to additional terms and conditions imposed by the applicable third-party payment service provider; please review such terms and conditions applicable as the relevant payment is made.

9 Customers: Customer Fees, Deposit and Payment

9.1 You agree to pay the Customer Fees set out in the Supplier Service Terms accepted by you. The Customer Fees include the applicable Service Fees (as defined in clause 8.1 above) and the commission or other fee payable by you to Stowga in respect of the provision of the Stowga Services as set out in the Customer Pricing Annex (the “Stowga Customer Fee”).

9.2 You acknowledge that the applicable Service Fees may be subject to variation according to the volume of Supplier Service required by you and/or provided by the Supplier from time to time, or other factors set out in the Supplier Service Terms, including your and the Supplier’s rights under the General Terms.

9.3 Stowga will generate and issue invoices for the Service Fees to you on behalf of the Supplier for payment. Invoicing periods will be as set out in the Supplier Service Terms. At the same time, Stowga will generate an invoice to you in respect of the Stowga Customer Fee.

9.4 You will pay the invoices in relation to the Service Fees and the Stowga Customer Fee within 14 days of receipt of the invoice (or such other payment period as is set out in the Supplier Service Terms or the invoice) and we will remit the relevant sums to the Supplier. Please note clauses 9.11 and 9.12 below regarding late payment of these sums.

9.5 You acknowledge and agree that, notwithstanding the fact that Stowga is not a party to the Supplier Service Terms between you and the Supplier, Stowga (including through its chosen payment service provider) acts as the Supplier's payment collection agent for the limited purpose of accepting payments from you on behalf of the Supplier. Upon your payment of the Service Fees to Stowga (as part of the Customer Fees), your payment obligation to the Supplier for the Service Fees is extinguished, and Stowga is responsible for remitting the relevant Service Fees to the Supplier. In the event that Stowga does not remit any such amounts as described in these Terms, the Supplier will have recourse only against Stowga and not against you.

9.6 Customer Fees shall be payable in accordance with the agreed schedule set out in the Supplier Service Terms. Customer Fees shall be collected through the payment functionality provided on the Site, which shall include the use of the Supplier’s chosen payment service provider. You agree that Stowga may process payments through the Site in accordance with the agreed schedule for Customer Fees payable until cancellation or expiry of the Supplier Service Terms.

9.7 You also acknowledge that you may be required to pay a deposit amount (“Deposit”) as set out in the Supplier Service Terms. Stowga will collect any such Deposit from you on behalf of the Supplier once the Supplier Service Terms have been accepted by both the Customer and the Supplier. The Deposit will be invoiced to the Customer by Stowga separately from the applicable Service Fee and will be held by us in a separate deposit account.

9.8 You acknowledge and agree that Stowga may request an increase in the Deposit held by us if the Customer increases (or requests an increase in) the volume of a Supplier Service during the course of provision of such Supplier Service. Any such increase in the Deposit will be invoiced to the Customer by Stowga separately from the Service Fee at the applicable time. You acknowledge that the Supplier may not increase the volume of the Supplier Service until such time as the applicable Deposit is received by Stowga on behalf of the Supplier.

9.9 You acknowledge and agree that the Deposit is a deposit against a default by you of payment of any Service Fees or any loss of or damage caused by you in the course of the provision to you of the Supplier Services. If you fail to pay any Service Fees in accordance with these Terms or the Supplier Service Terms, or cause any loss or damage in the course of the provision to you of the Supplier Services, we shall be entitled to apply the Deposit on behalf of the Supplier against such default, loss or damage.

9.10 If there are no circumstances remaining at the end of the provision of the relevant Supplier Services under which the Supplier is entitled to apply the Deposit, the Deposit (or balance thereof) shall be returned to the Customer within 14 days of the end of the provision of the relevant Supplier Services.

9.11 If the Customer fails to pay the applicable Stowga Customer Fee on the due date, Stowga may (without affecting any other remedies available) (i) apply (and the Customer shall pay) interest on the overdue sum from the due date until payment of the overdue sum at a rate of 4% a year above the Bank of England's base rate from time to time; and/or (ii) suspend access to the Stowga Services until payment has been made in full.

9.12 You acknowledge that the prompt payment of sums due to a Supplier under the Supplier Service Terms is essential. In addition to any interest or other sums that may be applied under the Supplier Service Terms, you acknowledge that repeated late payment (or under payment) of sums due will be deemed to be a material breach of these Terms entitling Stowga to suspend or terminate your user account. Furthermore, in relation to warehousing services, your inventory stored by the Supplier may be at risk.

9.13 Cancellation and termination of Supplier Services either by the Supplier or the Customer must be dealt with in accordance with the Supplier Service Terms. Notification must be given to Stowga who will notify the Supplier.

9.14 Stowga does not control any fees that may be charged to the Customer or the Supplier by Stowga’s chosen third-party payment service provider, and you agree that Stowga shall not have any liability to you in this regard. Whatever payment method is used by the Customer or the Supplier may be subject to additional terms and conditions imposed by the applicable third-party payment service provider; please review such terms and conditions applicable as the relevant payment is made.

10 No Endorsement

10.1 In providing the Stowga Services, Stowga does not endorse any Customer, Supplier or Supplier Services.

10.2 Customers and Suppliers are required by Stowga to provide accurate information. However we do not routinely make any attempts to verify information provided by Customers and Suppliers and we do not represent the accuracy of such information or any Customer’s or Supplier's purported identity. If you become aware that any Customer or Supplier has provided false or misleading information to Stowga, please inform us at contracts@stowga.com.

11 “Fair Play” Provisions

11.1 You acknowledge that the Stowga Services provide a platform introducing you to Customers or Suppliers (as applicable) and allowing you to make contact and engage with such Customers or Suppliers (as applicable) for the provision or receipt (as applicable) of Supplier Services. In addition, Stowga provides support and assistance including invoice management in relation to the provision or receipt (as applicable) of Supplier Services.

11.2 Accordingly, whether you are a Customer or a Supplier, you agree not to take any steps that have the aim or effect of avoiding, or reducing the amount of, the Stowga Supplier Fee or Stowga Customer Fee that would be paid to Stowga had those steps not been taken. These steps include (but are not limited to) the following:

(a) using the Site to identify or make contact with a prospective Customer or Supplier and subsequently contacting and dealing with that Customer or Supplier for the provision or receipt of services (including Add-On Services) directly or otherwise than through use of the Site; or

(b) being involved in the provision or receipt of Supplier Services to a Customer or from a Supplier (as applicable) using the Site and subsequently providing or receiving services (including Add-On Services) to the same or a related Customer or from the same or a related Supplier (as applicable) directly or otherwise than through use of the Site.

11.3 In addition, you agree to act reasonably and in good faith in relation to the provision or receipt of Supplier Services. This includes (but is not limited to) the Request and Order processes, and you also agree to operate within the letter and the spirit of the Supplier Service Terms. This includes in particular not taking any actions that are intended to gain an unfair advantage over another Customer or Supplier, including for instance significant and/or sudden price increases (in the case of a Supplier); or wilfully giving inaccurate information in a Request (in the case of a Customer).

11.4 In addition to our rights under clauses 16.4 and 16.5, you agree to indemnify us in respect of any loss or damage incurred by us (including but not limited to the loss of applicable Stowga Supplier Fee, Stowga Customer Fee, loss to our reputation, and reasonable legal fees incurred by us) in respect of any breach by you of clauses 11.2 and 11.3. For these purposes, the applicable Stowga Supplier Fee and Stowga Customer Fee shall, unless Stowga agrees otherwise, be calculated on the same basis as for existing Supplier Services.

11.5 The provisions of this clause 11 shall survive termination or expiry of these Terms for a period of 12 months from the date of termination or expiry.

12 Privacy Policy

12.1 You agree that Stowga's Privacy Policy governs Stowga's collection and use of the information you provide to us, including personal data.

13 Acceptable Use Policy

13.1 Stowga wishes to encourage Customers and Suppliers to adopt the highest standards of conduct and performance in the provision and receipt of Supplier Services. Accordingly, we require Stowga users to adhere to the Acceptable Use policy set out below. Please note that the Acceptable Use policy applies both in relation to the use of the Site and the receipt of the Stowga Services, but also in relation to the provision and receipt of Supplier Services.

13.2 Your use of the Site and receipt of the Stowga Services and your provision or receipt of Supplier Services shall:

(a) be only for lawful purposes and shall not breach any applicable local, national or international law or regulation;

(b) not be in breach of these Terms or knowingly in breach of any Supplier Service Terms in effect between you and another Customer or Supplier;

(c) not be used to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);

(d) not be used to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware; or

(e) not be used to access or reproduce or copy without authority, interfere with, damage or disrupt any part of the Site.

13.3 We may from time to time provide interactive services on the Site, including, without limitation messaging services allowing direct contact between Customers and Suppliers; chat rooms; blogs or bulletin boards. These content standards apply to any and all material which you contribute to the Site (each a “Contribution”), and to any interactive services associated with it. The Content Standards must be complied with in spirit as well as to the letter. The standards apply to each part of any Contribution as well as to its whole. Every Contribution:

(a) must be accurate (where it states facts) or genuinely held (where it states opinions).

(b) must not:

(i) promote any illegal activity, be deceptive, defamatory of any person or legal entity, obscene, offensive, hateful, inflammatory or be likely to harass, upset, embarrass, alarm or annoy any other person;

(ii) infringe any intellectual property rights of any other person or breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence or privacy; or

(iii) contain any advertising or promote any services or web links to other sites.

13.4 Failure to comply with this acceptable use policy constitutes a material breach of these Terms and may (amongst other remedies) result in our withdrawal of your right to use the Site, termination of these Terms and our taking legal action against you.

14 Intellectual Property Rights

14.1 "Intellectual Property Rights" means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

14.2 You acknowledge that all Intellectual Property Rights subsisting in or arising out of or in connection with the Site and the provision of the Stowga Services shall be owned by, and shall remain owned by, Stowga or its licensors.

14.3 You are under no obligation to provide feedback, improvements or other suggestions (“Feedback”) that might improve the Site or the Stowga Service, however if they do so, you acknowledge that Stowga is free to use such Feedback in any way and that Stowga shall own any and all Intellectual Property Rights subsisting in or arising in relation to such Feedback as it may be incorporated into the Site or the Stowga Service.

15 Liability

15.1 Nothing in these Terms shall limit or exclude Stowga's liability for:

(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

(b) fraud or fraudulent misrepresentation; or

(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982; or

(d) any other liability which cannot be limited or excluded by applicable law.

15.2 Subject to clause 15.1, Stowga shall not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these Terms for: (a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of use or corruption of software, data or information; (f) loss of damage to goodwill; and (g) any indirect or consequential loss.

15.3 Subject to clause 15.1, Stowga's total liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms shall be limited to £50,000.

15.4 You acknowledge that Stowga does not control the Customers or Suppliers or control the quality, legality or suitability of any Supplier Services and is not a party to any Supplier Service Terms. Accordingly Stowga is not responsible for, and disclaims any and all liability related to, any acts or omissions of any Customer or Supplier, and any losses you may suffer under any Supplier Service Terms or otherwise in relation to the provision or receipt of Supplier Services.

15.5 By using the Site or Stowga Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of Customers or Suppliers will be limited to a claim against the particular Customer or Supplier under the applicable Supplier Service Terms. Our liability to you is limited to the provision of the Site and Stowga Services as set out in this clause.

15.6 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

15.7 This clause 15 shall survive termination of these Terms.

16 Termination

16.1 These Terms shall be effective until such time when you or Stowga terminate the Terms as described below.

16.2 You may terminate these Terms at any time by notifying us by email to contracts@stowga.com.

16.3 Without limiting our rights specified below, Stowga may terminate these Terms for any reason at any time by giving you 30 days' notice via email to your registered email address.

16.4 Stowga may immediately and without notice terminate these Terms if (i) you have materially breached these Terms; (ii) you have provided inaccurate, fraudulent, outdated or incomplete information to Stowga or a Customer or Supplier; (iii) you have violated applicable laws, regulations or third party rights; or (iv) Stowga believes in good faith that such action is reasonably necessary to protect the safety or property of other users of the Site or Stowga Services, Stowga or third parties, for fraud prevention, risk assessment, security or investigation purposes.

16.5 In addition Stowga may deactivate or delay the notification of Requests (in the case of Customers) or Offers (in the case of Suppliers) or limit your use of or access to the Site or the Stowga Services if (i) you have breached these Terms, whether in a material and non-material manner; or (ii) Stowga believes in good faith that such action is reasonably necessary to protect the safety or property of other users of the Site, Stowga or third parties, for fraud prevention, risk assessment, security or investigation purposes.

16.6 In case of non-material breaches and where appropriate, you will be given notice of any measure by Stowga and an opportunity to resolve the issue to Stowga's reasonable satisfaction.

16.7 If you or we terminate these Terms for any reason:

(a) the clauses of these Terms that reasonably should survive termination of the Agreement (including but not limited to clauses 11, 13 and 15) will remain in effect.

(b) any Supplier Service Terms in effect between you and any Customer or Supplier at the date of termination shall not be affected and will continue in effect in accordance with its terms until terminated or expired. In addition, you acknowledge that these Terms may continue (and Stowga may continue to provide the Stowga Services) in relation to any such Supplier Service Terms in effect at the date of termination.

17 Variation

17.1 Stowga reserves the right, at its sole discretion, to modify the Site or Stowga Services or to modify these Terms, including the basis of calculation of the applicable Stowga Supplier Fee or the Stowga Customer Fee, at any time and without prior notice.

17.2 If we modify these Terms, we will post the modification on the Site and/or provide you notice of the modification by email. Changes to the Terms will be effective at the time of posting. Your continued access or use of the Site or Stowga Services will constitute acceptance of the modified Terms. Additionally, if the modified Terms contain material changes applicable to existing customers, we will provide you with notice prior to the changes taking effect. Unless we notify you otherwise, modifications to these Terms will not affect existing Supplier Services being provided at the date of the modification. If the modified Terms are not acceptable to you, you may cease using the Site and the Stowga Services.

18 General

18.1 Neither party shall be in breach of these Terms nor liable for delay in performing, or failure to perform, any of its obligations under these Terms if such delay or failure result from events, circumstances or causes beyond its reasonable control.

18.2 Stowga may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under these Terms and may subcontract or delegate in any manner any or all of its obligations under these Terms to any third party or agent.

18.3 You shall not, without the prior written consent of Stowga, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of your rights or obligations under these Terms.

18.4 Each party undertakes that it shall not at any time during the term, and for a period of five years after termination of these Terms, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted below.

18.5 Each party may disclose the other party's confidential information:

(a) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under these Terms. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause;

(b) if the other party consents to the disclosure in writing; and

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

18.6 Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under these Terms.

18.7 These Terms constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

18.8 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in these Terms.

18.9 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy or prevent or restrict the further exercise of that or any other right or remedy.

18.10 Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by Stowga: (i) via email (in each case to the address that you provide); or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

18.11 No one other than a party to these Terms shall have any right to enforce any of its terms.

18.12 These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.

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

18.14 "Stowga" is a trade mark of Warehousio Limited.

19 Contact us and complaints

To contact us, including with any comments or complaints regarding the Site or the Stowga Services, or if you are concerned that a Customer or Supplier with whom you have entered into Supplier Service Terms is in breach of such terms and your initial attempts to resolve the issue directly have failed, please contact us at contracts@stowga.com.

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