Terms of Service
QUINCUS - Terms of Service
These Terms of Service set out the terms and conditions upon which you may use the Quincus service and any mobile application Quincus makes available. These Terms of Service apply worldwide, in addition to those set out specifically for different regions.
By using the Quincus service you agree to and accept these Terms of Service.
Please read these Terms of Service carefully and make sure you understand and agree to them before using the Quincus service. If you have any questions relating to these Terms of Service please contact Quincus at firstname.lastname@example.org
These Terms of Service are comprised of three parts. The General Terms of Service http://quincus.com/terms-of-service apply to both Delivery Providers and Users. The Terms for Users http://quincus.com/terms-of-service apply only to Users and the Terms for Delivery Providers http://quincus.com/terms-of-service apply only to Delivery Providers. As explained in more detail below, Quincus operates a platform allowing Users and Delivery Providers to contract with each other and Quincus does not provide any Delivery Services and is not responsible for any contract between Users and Delivery Providers.
All capitalised terms in the Terms for Users and the Terms for Delivery Providers that are not defined in those terms, have the same meaning as set out in the General Terms of Service.
Part I - General Terms of Service
1.Welcome to Quincus
1.1Quincus Limited ("Quincus") operates a delivery booking services and logistics platform which allows people who need deliveries made ("Users") to avail of delivery services offered by third party delivery service providers ("Delivery Providers"), which may be requested using the Quincus website or any mobile application Quincus makes available for download on your mobile device (the "Service").
2.Information about us
2.1Quincus Limited is incorporated and registered in England and Wales under company number 09265969. Quincus Limited's registered office is at Wework, Suite 413, 20 Upper Ground, London SE1 9PD and its VAT number.
3.Your relationship with us
3.1This document and any documents referred to within it (collectively, the "Terms of Service") set out the terms of your relationship with Quincus. It is important that you read and understand the Terms of Service before using the Service. If there is anything within them that you do not understand, then please contact Quincus to discuss what this means for you.
3.2By setting up an account with Quincus or by using and accessing the Service you agree to these Terms of Service. If you do not agree to these Terms of Service, please do not access or otherwise use the Service.
4.Information about you
5.Setting up an account
5.1To access the Service, you must register with Quincus and set up a Quincus account using an ID and a password (your "Account"). Quincus' encourages Account holders to use "strong" passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your Account.
5.2On set up, you can chose to create a User Account or a Delivery Provider Account. The Terms for Users and the Terms for Delivery Providers apply separately to Users and Delivery Providers.
5.3You must be at least 18 years of age and capable in your country of residence of entering into legal binding agreement to use the Service.
5.4You are responsible for maintaining the confidentiality of your login details and any activities that occur under your Account. If you have any concerns that your Account may have been misused, you should contact Quincus at email@example.com straight away to let Quincus know.
5.5Quincus may disable any username or password (or any other account login method), at any time and at Quincus' sole discretion, if Quincus has reasonably determined that you have failed to comply with any of these Terms of Service.
5.6You shall indemnify and defend Quincus, its agents and contractors from and against any and all losses, damages, claims, liabilities or expenses (including reasonable lawyer's fees) arising out of a claim brought by a third party relating to your use of the Service (except to the extent caused by Quincus' negligence).
6.Important not on Intellectual Property Rights
6.1Quincus is the owner of or the licensee of all intellectual property rights in the Service. These works are protected by copyright and other laws and treaties around the world. All such rights are reserved.
6.2You shall not, except as may be allowed by any applicable law which is incapable of exclusion by Quincus and except to the extent expressly permitted under these Terms of Service:
(a)attempt to copy, modify, duplicate, create derivative works of, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Service in any form or media or by any means; or
(b)attempt to decompile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Service; or
(c)access all or any part of the Service in order to build a product or service which competes with the Service or any other Quincus product or service; or
(d)use the Service to provide services to third parties other than those services expressly permitted by the functionality of the Service; or
(e)license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Service available to any third party, or
(f)attempt to obtain, or assist third parties in obtaining, access to the Service other than as provided under this clause.
7.1Whether using the Service, either as a Delivery Provider or a User, you:
(a)must comply with all applicable laws and regulations with respect to your use of the Service and your activities under these Terms of Service;
(b)must use the Service in accordance with these Terms of Service;
(c)must obtain and shall maintain at all times, all necessary licences, consents, and permissions necessary for Quincus perform its obligations under these Terms of Service;
(d)must ensure that your network and systems comply with the relevant specifications provided by Quincus from time to time;
(e)are solely responsible for procuring and maintaining your network connections and telecommunications links from your systems in order to access and use the Service;
(f)must not use any automated system, including without limitation "robots", "spiders" or "offline readers" to access the Service in a manner that sends more request messages to the Service than a human can reasonably produce in the same period of time; and
(g)must not attempt to interfere with or compromise the Service integrity or security.
8.Rules of Acceptable Use
8.1In addition to the other requirements within these Terms of Service, this section describes specific rules that apply to your use of the Service (the "Rules of Acceptable Use").
8.2When using the Service you must not:
(a)create more than one Account on the Service;
(b)give any false or misleading information in your Account details;
(c)permit another person to use the Service under your name or on your behalf;
(d)use the Service if Quincus has suspended or banned you from using it;
(e)advertise your business or organisation or advertise the business or organisation of another person, other than as permitted by the functionality of the Service;
(f)send junk, spam or repetitive messages;
(g)engage in any illegal or unlawful conduct (for example, using the service to arrange for delivery of illegal or otherwise controlled substances);
(h)collect any data from the Service other than in accordance with these Terms of Service;
(i)submit or contribute any content to the Service that contains nudity or violence or is abusive, threatening, obscene, untrue or offensive;
(j)submit or contribute any content to the Service without the permission of the content owner; or
(k)submit or contribute any information or commentary about another person without that person's permission.
8.3Failure to comply with Rules of Acceptable Use constitutes a serious breach of these Terms of Service, and may result in the taking all or any of the following actions:
(a)immediate, temporary or permanent withdrawal of your right to use the Service;
(b)immediate, temporary or permanent removal of any content you have submitted;
(c)issuing of a warning to you;
(d)legal action against you including proceedings for reimbursement of all costs (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;
(e)disclosure of such information to law enforcement authorities as Quincus reasonably feels is necessary.
The responses described in this clause 8.3 are not limited, and Quincus may take any other action Quincus reasonably deems appropriate.
9.Notice and takedown policy
9.1If you believe that content available through the Service infringes your rights or fails to comply with the Rules of Acceptable Use, please tell Quincus immediately by sending Quincus an "Infringement Notice". The Infringement Notice should be sent either by post to Quincus at WeWork, 20 Upper Ground, SE1 9PD, London, UK or by email to firstname.lastname@example.org. Please provide the information described below in the Infringement Notice:
(a)your name and contact details;
(b)a statement explaining in sufficient detail why you consider that the content available through the Service infringes your rights or fails to comply with the Rules of Acceptable Use; and
(c)a link to or such other means of identifying the problematic content.
9.2Quincus will take the action that Quincus believes is appropriate depending on the nature of the Infringement Notice and will respond to you within a reasonable period of time on the action Quincus proposes to take.
10.Apple App Store Terms
10.1The following terms also apply where you acquire the Quincus App from the iTunes Store ("iTunes-Sourced Software"):
(a)You acknowledge and agree that these General Terms of Service are solely between you and Quincus and not Apple, Inc ("Apple") and that Apple has no responsibility for the iTunes-Sourced Software or content thereof whatsoever.
(b)Your use of the iTunes-Sourced Software must comply with the Apple app store Terms of Service.
10.2You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the iTunes-Sourced Software.
10.3In the event of any failure of the iTunes-Sourced Software to conform to any applicable warranty, you may notify Apple, and Apple will (if applicable) refund the purchase price for the iTunes-Sourced Software to you; to the maximum extent permitted by applicable law, Apple will have no other obligation whatsoever with respect to the iTunes-Sourced Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms and any law applicable to Quincus as the provider of the iTunes Sourced Software.
10.4You acknowledge that Apple is not responsible for addressing any claims you or any third party have relating to the iTunes-Sourced Software or your possession and/or use of the iTunes-Sourced Software and all such claims are governed solely by these Terms and any law applicable to Quincus.
10.5You and Quincus acknowledge and agree that Apple and Apple's subsidiaries are third party beneficiaries of these Terms and have the right to rely on these Terms as it relates to your license of the iTunes-Sourced Software.
10.6You agree that you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country and you are not listed on any U.S. Government list of prohibited or restricted parties.
11.1If Quincus processes any Personal Data as a result of your use of the Service, you agree that Quincus does so as Data Processor and that you are the Data Controller in relation to such Personal Data.
11.2In relation to such Personal Data:
(a)Quincus will process the Personal Data only in accordance with these Terms of Service and any lawful instructions reasonably given to Quincus by you from time to time; and
(b)Quincus will have in place appropriate technical and organisational security measures both against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data.
11.3For the purposes of this clause 11, the terms "Personal Data", "Data Processor" and "Data Controller" shall have the same meaning as set out in the Data Protection Act 1998.
12.1Each party may be given access to Confidential Information from another party in order to perform its obligations under these Terms of Service. A party's Confidential Information shall not be deemed to include information that:
(a)is or becomes publicly known other than through any act or omission of the receiving party;
(b)was in the other party's lawful possession before the disclosure;
(c)is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
(d)is independently developed by the receiving party, which independent development can be shown by written evidence; or
(e)is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
12.2Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available for use for any purpose other than as needed to perform these Terms of Service.
12.3Each party shall take all reasonable steps to ensure that the other party's Confidential Information to which it has access is not disclosed or distributed by it or its employees or agents in violation of these Terms of Service.
12.4Each party shall take a back-up of its own Confidential Information and shall not be responsible to the other for any loss, destruction, alteration or disclosure of Confidential Information.
13.1If at any time you do not feel that you can agree to these Terms of Service or any changes made to the Terms of Service or the Service, you must immediately stop using the Service.
13.2If you wish to end your use of the Service, please follow these instructions for deactivating your account by emailing email@example.com
13.3Quincus may immediately end your use of the Service if you break any terms and conditions Quincus sets for accessing and using the Service including these Terms of Service.
13.4Quincus may terminate this agreement at any time on written notice to you if you are unable to pay your debts (within the meaning of section 123 of the Insolvency Act 1986), or becomes insolvent, or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets, or enters into or proposes any composition or arrangement with its creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction.
13.5On termination of this agreement for any reason all licences granted under the Terms of Service shall immediately terminate and your right to access and use the Service will end.
14.Our liability/responsibility to you
14.1If a User orders a delivery from a Delivery Provider or a Delivery Provider accepts an order from a User, each does so entirely its own risk and Quincus shall not be liable or responsible to either the User or the Delivery Provider (whether in contract, tort or otherwise) in any way in connection with the delivery.
14.2As such, Quincus makes no commitments regarding the delivery service including the quality or timeliness of the delivery or any erroneous information regarding the price and speed of the delivery or the ability of the Delivery Provider to complete any delivery on schedule.
14.3Unfortunately, due to the nature of the Internet and technology, the Service is provided on an "as available" and "as is" basis. This means that Quincus is unable to promise that your use of the Service will be uninterrupted, without delays, error-free or meet your expectations and Quincus does not give any commitment relating to the performance or availability of the Service in these Terms of Service and, to the extent Quincus is able to do so, Quincus excludes any commitments that may be implied by law.
14.4Subject to clause 14.5, Quincus will not be liable for losses that result from Quincus' failure to comply with the Terms of Service, in tort (including negligence) or otherwise in conditions that fall into the following categories: loss of income or revenue; loss of business; loss of profits; loss of anticipated savings; loss of data; waste of management or office time; or any indirect, consequential or special damages, costs or expenses.
14.5Nothing in these Terms of Service excludes or limits Quincus' liability for death or personal injury caused by Quincus' negligence or for fraud or fraudulent misrepresentation.
14.6Quincus' total liability in contract, tort (including negligence or breach of statutory duty) misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this agreement shall, in all circumstances, be limited to the amount of the commission paid to Quincus in respect of the delivery giving rise to the claim.
15.Resolving disputes with Quincus
15.1If you have a dispute with Quincus relating to the Service, in the first instance please contact Quincus at firstname.lastname@example.org and attempt to resolve the dispute with Quincus informally.
15.2In the unlikely event that Quincus and you not able to resolve the dispute informally, Quincus will discuss and agree with you the most effective way of resolving the dispute using mediation or arbitration based on the nature of the dispute.
16.Resolving Disputes with other users of the Service
16.1If an issue arises relating to a delivery and cannot be resolved directly between you and the User or the Delivery Provider, you can notify Quincus at email@example.com and ask Quincus to mediate through the dispute resolution process.
16.2Following Quincus' agreement to mediate through the dispute resolution process, Quincus will notify you and the User or the Delivery Provider that the dispute resolution process has been initiated.
16.3You agree (whether you or another user initiates the dispute resolution process) to provide reasonable cooperation to Quincus during the dispute resolution process and to provide reasonable information relating to the dispute to us. You agree to respond to any request for information made within 48 hours of the request being made. Such requests will usually be via email and/or the private message functionality on the Service.
16.4Following the collection of such additional information as Quincus believes is reasonably necessary, Quincus will, where possible, make recommendations for the resolution of the dispute to the users involved.
16.5You are not obligated to follow Quincus' recommendations but Quincus may terminate a User's Account or a Delivery Provider's Account following Quincus' conclusion of the dispute resolution process where in Quincus' reasonable opinion:
(a)a party fails to cooperate with the dispute resolution process;
(b)a Delivery Provider has failed to make a delivery;
(c)a User has failed to pay for a delivery; or
(d)a User or a Delivery Provider has initiated the dispute resolution process on false grounds.
16.6To use Quincus' dispute resolution process you must have:
(a)attempted to resolve the dispute yourself with the User or the Delivery Provider (as applicable) before asking Quincus to mediate on the dispute;
(b)requested or made the delivery to which the dispute relates using the Service; and
(c)raised the dispute within 2 days of the delivery being ordered.
17.1Applicable laws may require that some of the information or communications Quincus sends to you should be in writing. When using the Service, you accept that communication with Quincus will be mainly electronic. Quincus will contact you by e-mail or provide you with information by posting notices on the Service. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that Quincus provides to you electronically comply with any legal requirement that such communications be in writing.
18.1All notices given by you to Quincus must be given to firstname.lastname@example.org. Quincus may give notice to you at either the e-mail address you provide to Quincus, or any other way Quincus deems appropriate. Notice will be deemed received and properly served immediately when posted on the Service or 24 hours after an e-mail is sent or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail that such e-mail was sent to the specified e-mail address of the addressee.
19.Transfer of rights and obligations
19.1You may not transfer, assign, charge or otherwise deal in these Terms of Service, or any of your rights or obligations arising under these Terms of Service, without Quincus' prior written consent.
20.1No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.
21.1If any provision of these Terms of Service is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions shall not be prejudiced.
22.Quincus' right to vary these Terms of Service
22.1Quincus has the right to revise and amend these Terms of Service from time to time to reflect changes in the Service or market conditions affecting Quincus' business.
22.2You will be subject to the Terms of Service in force at the time that you make use of the Service, or if Quincus notifies you of changes to these Terms of Service and you continue to use the Service you will be subject to those changes.
22.3Quincus will use reasonable endeavours to notify you of any material changes to these Terms of Service by email or by the placement of a notice on the Service.
23.Third party rights
23.1A person who is not party to these Terms of Service shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.
24.Law and jurisdiction
24.1These Terms of Service shall be governed by and construed in accordance with English law and each party hereby submits to the exclusive jurisdiction of the English courts.
25.Changes to the Service
25.1Quincus is constantly updating and improving the Service to try and find ways to provide you with new and innovative features and services. Improvements and updates are also made to reflect changing technologies, tastes, behaviours and the way people use the Internet and the Service. In order to do this, Quincus may need to update, reset, stop offering and/or supporting a particular part of the Service, or feature relating to the Service ("changes to the Service"). These changes to the Service may affect your past activities on the Service, features that you use and your content ("Service elements"). Any changes to the Service could involve Service elements being deleted or reset.
25.2You agree that a key characteristic of the Service is that changes to the Service will take place over time and this is an important basis on which Quincus grants you access to the Service. Once Quincus has made changes to the Service, your continued use of the Service will show that you have accepted any changes to the Service. You are always free to stop using the Service or deactivate your Account with email@example.com
25.3Quincus will try, where possible and reasonable, to contact you to let you know about any significant changes to the Service.
26.Contact, feedback and complaints
26.1If you need to contact Quincus in relation to these Terms of Service or any other document mentioned in them, please email Quincus at firstname.lastname@example.org. Quincus values hearing from users, and are always interested in learning about ways Quincus can improve the Service. By providing your feedback you agree that you are giving up any rights you have in your feedback so that Quincus may use and allow others to use it without any restriction and without any payment to you.
Part II - Terms for Users
1.1Please note that Quincus accepts bookings for delivery services ("Bookings") by acting for the Delivery Provider as a disclosed agent. This creates a contract between Users and Delivery Providers. Quincus does not provide any delivery services. When a booking for delivery services is accepted requested by a User and accepted by a Delivery Provider a contract is created between the User and the Delivery Provider.
1.2Quincus may accept or reject Bookings at its sole discretion. If a User's Booking is accepted, it will be allocated by Quincus to the Delivery Provider that Quincus determines, in its sole discretion, is the best available Delivery Provider to make the delivery as requested. You can find out more information about the Service and its features here, quincus.com/about
1.3Quincus will confirm the delivery to the User through the Service and enable the User to print the delivery label. The User must attach the delivery label generated by the Service to the item to be delivered prior to the delivery being collected by the Delivery Provider. The Delivery Provider will collect your delivery from the location you enter in the Service when you make your order. Quincus will confirm when the delivery is made by the delivery driver.
1.4Quincus does not currently charge a fee for the booking services offered. Quincus reserves the right to do so in the future.
1.5Quincus acts as a payment agent for the Delivery Provider. Quincus accepts payment from Users on behalf of the Delivery Provider using the payment methods listed on the Service. By making a delivery booking the User is confirming that the payment details provided by the User are valid and correct. If any method payment is rejected, Quincus may contact you requesting an alternative payment method or Quincus may cancel your order.
1.6As Quincus makes available a logistics platform and does not make any deliveries, the contract to make the delivery is between the User and the Delivery Provider. As such, complaints, questions and claims related to a delivery should be directed to the Delivery Provider.
1.7As Quincus is not making any deliveries, Quincus has no control over and does not give any commitment relating to the competence, experience, quality or safety of the Delivery Provider.
Part III - Terms for Delivery Providers
1.Appointment and Duration
1.1The Delivery Provider appoints Quincus to be its non-exclusive agent to provide delivery service booking services via a mobile application. Quincus and the Delivery Provider acknowledge that the Delivery Provider is the principal contracting party for the provision of the delivery services and shall be deemed as the principal supplier for the booking services to Users.
1.2The agreement between Quincus and the Delivery Provider shall come into effect on the date the Delivery Provider agrees to these terms and shall continue thereafter unless terminated by either party in accordance with these terms.
2.1In addition to setting up an Account on the Service, Quincus takes additional steps to verify Delivery Provider's business. In order to access the Delivery Provider functionality or any Delivery Provider specific app Quincus makes available, Quincus will contact you directly after you sign up to an Account and may require any prospective Delivery Provider to attend an interview, demonstrate that the Delivery Provider is appropriately licensed and insured and may carry out delivery services in the area in which the Delivery Provider operates. Quincus may, at its sole discretion, permit or reject any Account application on behalf of a Delivery Provider.
3.Warranty and Indemnity
3.1As a Delivery Provider, you warrant that you have an up to date and valid driver's licence, insurance and delivery licence (if applicable).
3.2The Delivery Driver shall indemnify and defend Quincus, its agents and contractors from and against any and all losses, damages, claims, liabilities or expenses (including reasonable lawyer's fees) arising out of a claim brought by a third party relating to your use of the Service (except to the extent caused by Quincus' negligence) and any breach of the warranties contained in section 3.
3.3Delivery Provider Obligations
3.4Quincus will notify you via the Service that a delivery is available for collection. You must only agree to make a delivery if you are able to do within the timeframe and for the price set out in the Service and must do so through the functionality available in the Service. Quincus will use the functionality of the Service confirm to a Delivery Provider that Delivery Provider has agreed to make the delivery.
3.5You must comply with the Delivery Provider rules when using the Service as a Delivery Provider.
4.1The Delivery Provider shall pay Quincus a commission equal to a percentage of the delivery price received by the Delivery Provider in respect of any delivery made by the Delivery Provider (the "Commission") as agreed between Quincus and the Delivery Provider from time to time.
4.2The Delivery Provider may not circumvent or manipulate Quincus' fee structure or the billing process to adversely the affect the Commission due to Quincus.
4.3Quincus will provide you with an invoice detailing the Commission payable after the delivery has been completed.
4.4The Commission payable is inclusive of VAT (or other applicable sales taxes) (if any).