1. PARTIES TO THE AGREEMENT
1.1 This Agreement is between ZIPPBOXX, a The United States of America registered company with registered office at 923B Motor Parkway, Hauppauge NY 11788 (“Zippboxx”, “we”, “us” or “our”) and you, the customer (“customer”, “you” or “your”). For the avoidance of doubt, a customer includes any visitor to our websites, users of our web or mobile applications and customer employing our services.
2.1 “Services” means any and all services or products which we may offer at any time.
2.3 “Delivery” or “Deliveries” shall be considered to include any deliveries of empty boxes, collection of boxes or Goods and/or return of boxes or Goods.
2.4 “Boxes” or “Containers” means the boxes in which the Goods are packed, whether they are supplied by us or by the Customer.
2.5 “Goods” or “Items” means the items which are entrusted to be stored by us whether they are stored in our boxes or containers, your own boxes or containers or stored on their own outside of any box or container or in any other way.
2.6 “You” or “Customer” means you the customer irrespective as to whether you are an individual customer acting on your own behalf or a business customer including your agents, nominees or assignees.
2.7 “Website” means our website at zippboxx.com or any other website under which we provide or advertise our Services or subsequent URL which may replace it.
2.8 “Addendum Cover” means additional liability cover for Goods or Boxes stored with us up to a maximum of $2000 per user account.
3. CUSTOMER RESPONSIBILITIES
3.2 You may not under any circumstances sub-license or re-sell any of the Services that we offer nor may you represent us in any way for any reason whatsoever without our prior written consent.
4. GOODS AND STORAGE
4.1 You declare that throughout the entire term of this Agreement all Goods that are entrusted to us are and shall remain your property or that you have the express permission and authority of the person who owns the Goods to use our Services and entrust them to us.
4.2 All Containers remain the property of Zippboxx unless you decide to purchase them from us.
4.3 Goods stored with us exceeding 55 pounds will require two team members. You are responsible to carefully pack all goods and protect them with protective wrapping or padding. Goods stored in Zippboxx Containers must be sealed with the tamper-proof seals provided to you upon delivery of the empty boxes. Any goods packed in non Zippboxx Containers are packed entirely at your own risk and must be in boxes of good condition which have been well sealed. We hold the hold the right to refuse to store any Boxes if we are not comfortable with the quality of the box or its dimensions, the Goods (or the packing thereof) or for whatever reasonable reason we may have.
4.4 Goods stored must not include prohibited, illegal, stolen or perishable items. Other prohibited Goods include but are not limited to plants; creatures (whether living or dead); flammables, firearms, weapons or explosives of any kind; chemicals, hazardous or toxic materials of any kind; items which emit any kind of odor or fumes; compressed gases; any currencies, bonds or securities; or any item of high value such as jewelry, antiques, fine art, fine wines, any currencies or precious metals.
4.5 We or anyone acting our behalf may at any time open your Boxes to access your Goods if we reasonably believe that they contain any Goods contradicting the terms of Clause
4.4; if we are required to do so by any competent authority, local authority or by law or any court order; or if we feel people or property are at risk of injury or damage. We shall have no liability in the case that we are asked to pass any Goods to any government or law enforcement agency or if we are required by them or a court order to dispose of or destroy any Goods. Any costs or losses incurred by us associated with any of these processes shall be borne by the Customer.
4.6 Access to our facilities or those of any of our sub-contractors or agents shall be strictly prohibited.
5. DELIVERIES AND COLLECTIONS
5.1 You are required to ensure that any representative acting on our behalf have reasonable access to your premises in order for us to ensure that we are able to carry out the Deliveries to you. You are responsible to ensure that Goods are available for collection on an easily accessible ground floor or within easy access by an elevator. Where Deliveries require our staff to carry items up or down stairs, there will be separate charges for such services and it is your responsibility to ask about these charges in advance. There must also be reasonable road access and approach to the door of the premises where the Delivery is ordered to/from and parking facilities are available if necessary. The Deliveries must be received or handed over from by someone legally able to do so and authorized by you to do so. In the case that any of these conditions is not fulfilled and our Services are therefore impacted, an extra charge of $55.00 will be added to your monthly invoice.
5.2 When requesting a Delivery, you are required to choose a time-slot for the Delivery and it is your responsibility to ensure that you or someone you have authorized is present at the address you have provided to receive the Boxes and/or Goods. If someone fails to receive the Delivery, it will be considered a failed delivery and be subject to a charge of $55.00 USD.
5.3 Subject to further terms and stipulations as listed in Article 12, we shall not be held liable for any cancellations or deliveries as a result of force majeure, including but not limited to any adverse weather conditions, bad weather warnings, traffic conditions or any other event outside our control.
5.4 We may refuse to collect any Goods or Boxes that do not comply with the terms stipulated in Article 4 at our discretion. If this results in a failed delivery, you will be liable for a failed delivery charge of $55.00 USD.
5.5 Zippboxx Containers are provided to you only for you to pack with Goods that will be entrusted to be stored by us. It is your responsibility to schedule a collection of the Containers. We will charge you the day we deliver your boxes, and this will mark your anniversary date. When we come to collect Containers from you, you must return to us all the Containers that we previously Delivered to you. If you retain some Containers for a longer time and schedule another Collection, we will charge you $19.99 USD for that Collection and any subsequent Collection.
5.6 If you wish to keep empty containers for yourself, we’ll charge you $24.99 USD per container, as well as a one-off fee of $55.00 USD for the delivery of those boxes to you.
6. PAYMENTS AND CHARGES
6.1 All applicable charges are those specified on the Website at the time of booking or as specified in this Agreement in the case of failed deliveries or other situations.
6.2 All applicable charges are subject to change at our discretion. In the case that charges are amended upwards, we will provide you with notice 1 month(s) in advance of the changes taking place. You are, in accordance with Article 8, entitled to terminate the Agreement if you do not wish to continue to use our Services under the new charging policy.
6.3 We shall accept payments by credit card. The method of payment that we accept for each client may vary and is decided at our sole discretion.
6.4 We may require you to enter your credit card information to make use of our services and to register. Your saved credit card information may be used to bill all future charges automatically.
6.5 Services will be billed on a monthly basis with storage charges and any other charges, including but not limited to the rental of our Containers, being billed monthly in advance following the Initial Payment Date. The Initial Payment Date shall be the earliest of either the date on which we deliver Boxes to you.
6.6 Customers are not entitled to refunds for any storage charges, delivery services or any other charges billed in accordance with the terms specified herein. Refunds will only be processed if errors in billing are correctly identified and agreed to by us.
6.7 You agree to compensate us in full against all costs and expenses incurred by us in the event a payment fails for whatever reason along with an administrative charge to be advised separately.
6.8 If you fail to arrange payment for any amounts payable to us by the due date and after a grace period of 10 days, we may charge interest of 20 % per month on top of the outstanding amounts in addition to an administrative charge.
6.9 In the event that you do not promptly pay all charges or payments due to us, we are relieved of any duty howsoever arising in respect of the Goods and we shall exercise lien over the Goods until the outstanding charges or payments have been fully settled and received by us. Under such situation, you authorize us to withhold the Goods and refuse access to them by you or any of your agents and you authorized us to access and inspect the Goods.
6.10 In the event that any outstanding charges or payments are not received by us, we shall issue a final payment reminder notice. If we have still not received the outstanding charges or payments owed to us by you within 10 days after the payment reminder notice was sent to you, we may sell the Goods and transfer ownership of the items to the purchaser of the Goods. Proceeds from the sale will be used to settle all outstanding charges and/or payments including administrative fees, interest and service fees.
6.11 If the sale of the Goods as stipulated above cannot cover all charges and payments due to us by you, you are obliged to settle any outstanding balance due to us within 10 days. If this is not settled within 10 days we may administer a debt collection agency to recover all amounts due and all costs incurred as a result of this process shall be borne by you.
6.12 We may sell the Goods by any means reasonably available to achieve a reasonable market selling price, taking into account the cost of sale. If, for whatever reason the goods cannot be reasonably or economically sold, we are authorized to treat them as abandoned and dispose of or otherwise destroy them. All costs of sale or disposal shall be borne by the Customer.
7. LIMITATION OF LIABILITY
7.1 We shall not in any event be held liable or responsible for any damage or loss to the Goods that arises for any reason other than as a consequence of any breach of this Agreement or by any act of negligence or willful misconduct on our behalf or any of our contractors. Nor shall we be held liable or responsible for any lost profits, revenues, savings, data or damage to any computer systems.
7.2 You acknowledge that we are not aware of the value of the Goods stored with us and you are responsible to arrange appropriate insurance for your Goods as you may feel you require.
7.3 You acknowledge and agree that use of our Website and any of our Services is entirely at your own risk. We shall not be held liable or responsible in any way for any direct or indirect damages of any sort as a result of using our Website or misinterpreting its content.
7.4 You are responsible to inspect any items returned to you from us for any loss or damage. If you believe there has been loss or damage to items, you are required to notify Zippboxx within 48 hours of the delivery. We reserve the right to inspect the goods and take pictures of any alleged damage or loss before an insurance claim can be made.
7.5 It is the customer’s responsibility to ensure that goods in any containers or boxes are properly and carefully packed with enough protection as would reasonably be required for the Goods being stored. We shall not be held liable for any loss, miss-delivery of and/or damage to any items as a result of insufficient or improper packing or protection; any deterioration of goods which may happen over time; fragility of items that you have decided to store; any defects of goods or any forfeiture or seizure of goods for legal reasons.
7.6 Any boxes provided by the Customer must be in good condition, well packed and properly sealed in order to ensure items are safe. We hold the right to refuse to store any boxes if we are not comfortable with the quality of the box or its dimensions. Storage of goods not packed in Zippboxx containers is stored entirely at your own risk and we do not take responsibility for how the goods have been packaged or stored nor for the integrity of the box or packaging you have used if accepted by Zippboxx.
7.7 In any event an Item has been lost or damaged the total amount paid will never exceed $2000.00 per customer.
7.8 Maximum Value of Property. You declare, for the purposes of this Agreement, that the maximum value of Property stored or held by Zippboxx under this Agreement is $200.00 per Container or individual item of Property if not stored in a Container (the “Declared Value”). You agree that in no event shall the total value of ALL Property stored or held by Zippboxx under this Agreement be deemed to exceed $2,000.00.
7.9 Limitation of Zippboxx’s Liability for Loss or Damage to Property. Zippboxx shall not be liable for any loss, damage or destruction of Property, unless and to the extent the loss, damage or destruction resulted from Zippboxx’s failure to exercise such care as a reasonably careful person would exercise under like circumstances. If Zippboxx is liable, the amount of damages You may recover from Zippboxx for any such loss, damage or destruction of Property is limited to the lesser of the fair market value or the Declared Value of the Property described in Section 7.10.
7.10. Zippboxx’s maximum aggregate liability to You under this Agreement is $2,000.00.
7.11 No Consequential Damages. In no event shall either party be liable for any consequential, incidental, special or punitive damages, or for loss of profits, regardless of whether an action is brought in tort, contract or under any other theory.
7.12 Further Limitation of Liability. You acknowledge and agree that We shall not under any circumstances whatsoever be responsible or otherwise liable, directly or indirectly for any loss or damage to Your property due to any cause, including, but not limited to fire, explosion, theft, vandalism, wind, or water damages or any other act of god or hostilities whether known or subsequently discovered in our facility or from any act or omission of any third party regardless of whether such loss or damage may be caused or contributed to by the Our negligence, or our employees, agents, or assigns.
8.1 You may terminate this Agreement at any time by requesting the return of your Items and settling any outstanding charges due to us. Upon termination you must ensure that you contact us to arrange the return of your items and such return must be arranged within five(5) days from the date of notification. If, for any reason, within five(5) days following the termination of this Agreement, you have not arranged the return of your items we may dispose of them in accordance with Article 6.
8.2 We may terminate this Agreement at any time and with immediate effect by providing written notice to you.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 We retain ownership of all intellectual property rights of any kind related to our Website and Services, including all applicable copyrights, patents, trademarks and other property rights, save for those which may relate to third parties that we may mention on our Website or work with in providing the Services.
9.2 Limited, non-exclusive, non-licensable and non-transferable use of limited content for personal use is permitted, however must not be used for commercial purposes.
11. SUB-CONTRACTING AND ASSIGNMENT
11.1 Zippboxx may at any time sub-contract, assign or transfer any or all of its rights and obligations under this Agreement to any third party or agent.
11.2 The sub-contracting, assignment, transfer or sub-licensing of any of your obligations under this Agreement, whether or not for commercial gain, is expressly prohibited.
11.3 This Agreement shall be binding on your personal representatives and successors.
12. FORCE MAJEURE AND BAD WEATHER
12.1 We will not be held liable or responsible for any failure to perform or delay in the performance of the Services caused by Force Majeure.
12.2 A Force Majeure means any unforeseeable circumstances beyond our reasonable control, including but not limited to war, threat of war, terrorist activity, strikes or other industrial action, riots, fire, storms or any other natural disaster, failure in the telecommunications networks, power cuts, traffic conditions, road closures, accidents or any other unforeseen circumstances.
12.3 In the event of a Force Majeure, we will aim to contact you as soon as possible and will take all reasonable measures to minimize any disruptions to the Services.
13.1 You agree to indemnify, defend and hold us, our employees, agents, suppliers and directors harmless on demand, from and against all claims, liability, damages, costs, expenses, losses and legal fees arising out of any breach of the Agreement by you. This clause also applies to any other liabilities arising out of your use of our Website or Services or by any other person accessing our Website or Services under your account or using your Data.
14.1 Any notices given by you to us must be in writing by email to email@example.com or by registered postal mail to our registered office as specified in Article 1 of this Agreement.
14.2 Any notices given by us to you must be in writing and may be served by email or by postal mail. Such notice shall be directed to the email or postal address you have provided to us through our website or as separately provided to us in the form of a notice according to details stipulated in this Article.
14.3 A notice shall be deemed to have been served at the time the registered postal mail has been signed for by us in the case of registered postal mail; within 48 hours from the time the notice has been sent out in the case of postal mail; and from the time the email was sent by the sender, provided that the sender of the email does not receive an email message stating that the email message has not been received by the intended recipient.
15. GOVERNING LAW AND LANGUAGE
15.1 This Agreement and any 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 laws of the The United States of America.
16.1 We reserve the right to amend the terms and conditions within this Agreement from time to time and it is your responsibility to review these terms and conditions on each occasion you procure services and/or products from us. The latest version of this Agreement will always be accessible at zippboxx.com. Your continued use of our Services will be deemed to represent your continued acceptance to the latest version of this Agreement. If you do not agree with any changes to this Agreement, you may terminate this Agreement as per Article 8.
16.2 We always welcome your feedback which can be sent to us by email to firstname.lastname@example.org. Where you supply any feedback, you agree and acknowledge that Zippboxx shall have no confidentiality obligations to such feedback and/or suggestions and that it may be incorporated into our Website or Services.
16.3 If any provision of this Agreement shall be found by any court or arbitration or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Agreement which shall remain in full force and effect. If any provision of this Agreement is so found to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be reasonably necessary to make it valid and which reflect(s) the intention of the parties.
16.4 Each party shall keep any and all information disclosed between the parties to this Agreement in strict confidence. This clause shall survive the termination of this Agreement.