Evermile Terms and Conditions
Updated: February 28, 2023
Welcome to Evermile!
This Evermile Services Agreement including the General Terms either executed between you and Evermile or otherwise presented to you through the Platform, and any documents and terms incorporated herein by reference (“Agreement”) forms a legal agreement between Evermile U.K Limited, a company registered in the United Kingdom (“Evermile”, “us”, or “we”) and the entity or sole proprietor on whose behalf an Evermile account is created (“Merchant”, “you” and “your”). This Agreement states the terms and conditions that apply to your use of the Services and may be updated from time to time in accordance with the terms and conditions set forth herein. The terms of this Agreement will apply to the exclusion of any other terms that you seek to impose or incorporate herein, or which are implied by law, trade custom, practice, or course of
You may not access or use any Services unless you agree to abide by all of the
terms and conditions in this Agreement.
You must be at least eighteen (18) years of age to use the Platform or the Services. By using the Platform or Services or otherwise agreeing to this Agreement, you represent and warrant to us: (i) that you are at least eighteen (18) years of age; or (ii) that you are the legal guardian of the Merchant under the age of eighteen (18) and both you and the Merchant have read and agreed to this Agreement and approved of the Merchant’s use of the Platform and Services subject to this Agreement; (iii) that you have not previously been suspended or removed from the Platform or Services; and (iv) that your use of the Platform and Services is in compliance with any and all applicable laws and regulations.
Acceptance of the Terms.
If you do not understand any of the terms of this Agreement, please contact us (firstname.lastname@example.org) before using the Services.
Overview of the Agreement. We operate the website www.evermile.io and a proprietary technology Platform that helps retailers order, manage, streamline and optimize their delivery services and operations. The Platform is designed to facilitate the placement of Delivery Requests and the overall use of our Services by you and by your End-Customers. This Agreement governs the Services that Evermile may provide to you.
Section A describes the Evermile Platform and Services
Section B describes Evermile’s rights and obligations in providing the Services to You.
Section C describes your rights and obligations using the Services.
Section D describes other general and miscellaneous terms regarding your engagement with Evermile and usage of the Services.
Section E describes the terms of participation in Evermile's Referral Program and the use of Evermile Credits.
Section F defines capitalized terms used in this Agreement that are not defined inline.
Section A: The Evermile Platform and Services
2. Registration and Your Evermile Account. Before using the Services, you must register with Evermile and create an account (an “Evermile Account”). In order to access the Platform and use the Services, you must complete the registration form and create personal access credentials (“User IDs”) for the use of the Services by you and your authorized personnel. You may only access the Platform through the User IDs and authentication token created for you upon successful registration. You will be solely responsible for all activities that occur under such User IDs, including any unauthorized use or breach of security.
3. Placing a Delivery Request by You. You may submit Delivery Requests through your Online Store, the Platform, Evermile API, or through any other method that was made available to you by Evermile. Once submitted, each Delivery Request placed by you is a binding non-revocable offer by you to order our Delivery Services pursuant to a Delivery Quote.
4. Placing a Delivery Request by Your End-Customers. You may allow your End-Customers to submit Delivery Requests through your Online Store, Evermile API, or through any other method that was made available to you by Evermile. Each Delivery Request placed by your End-Customers is deemed a binding, non-revocable offer by you to hire our Services as specified in the Delivery Request.
5. Accepting a Delivery Request. Our acceptance of a Delivery Request takes place when we provide confirmation to you which may be provided through clear and express notification displayed in the Platform. If we are unable to supply you with the requested Services on a Delivery Request for any reason, including for providing a delivery address that is beyond the Delivery Area, we will promptly notify you, the Delivery Request status will be marked accordingly, and we will not process your Delivery Request.
6. Required Information for Placing a Delivery Request. As part of the Delivery Requests submitted through the Platform, you are required to fill in and confirm the following information: (i) sender information; (ii) Pick-Up Location; (iii) End-Customer’s details and delivery address; (iv) delivery special instructions - package type, size, weight and content; (v) preferred delivery time window; (vi) proof of delivery instructions, and; (vii) additional information requested by Evermile to ensure the delivery promise.
7. Your Obligations for Placing a Delivery Request. It is your responsibility to ensure that: (i) the information in your Delivery Request is complete and accurate; (ii) you make the Goods available for pick-up by the Delivery Partner during the Pick-Up Time and at the Pick-Up Location, and (iii) the Goods are properly and sufficiently packaged and labeled. You hereby acknowledge and agree, that in the event you fail to meet your obligation(s) above, we may impose additional Fees beyond the Delivery Quote (e.g., waiting fees) to the extent such additional Fees are imposed on us by the applicable Delivery Partner.
8. Delivery Tracking. Once your Goods have been collected by the Delivery Partner, we may provide you and the End-Customer, when applicable, with access to the Tracking Interface to monitor the progress of the Delivery Request. Please note that erroneous or incomplete details contained in your Delivery Request may cause delays and delivery failures for which Evermile shall not be liable.
9. Cancellation of an Ordered Delivery. You may cancel an Ordered Delivery without penalty provided you notified us about such cancelation, using the Platform prior to the cancelation deadline that is specified for each Ordered Delivery and is displayed in the Platform (the “Cancellation Window”). To cancel your Ordered Delivery, please follow the onscreen cancellation instructions provided through the Platform. In the event that Ordered Delivery is canceled after the Cancellation Window has ended, or when the Ordered Delivery did not specify a Cancellation Window, a cancellation fee, equal to the Delivery Quote, may apply (“Cancellation Fees”). Evermile may cancel an Ordered Delivery by providing you with notice of such cancellation in the Delivery Dashboard, in which event you will not incur fees for such cancelled Ordered Delivery.
10. Modifying an Ordered Delivery. You may modify an Ordered Delivery using the Platform, if and as such an option is available to you through the Platform (the “Modification Window”). To modify your Ordered Delivery, please either follow the onscreen modification instructions provided through the Platform. Where the Ordered Delivery does not specify a Modification Window, the Ordered Delivery may not be modified. Please note, modifying an Ordered Delivery is similar to submitting a new Delivery Request and obtaining a new Delivery Quote. Additional Fees may apply due to differences in fees between the original Delivery Quote and the modified one.
11. Failed Delivery. Our Delivery Partners use commercially reasonable efforts to ensure the successful delivery of Goods to the delivery address according to the Ordered Delivery details. In the event that the Delivery Partner does not manage to deliver the Goods or to effectively contact you, coordinate with you or use other commercially reasonable measures to perform the successful delivery of Goods according to the details and the requirements of the Ordered Delivery (“Failed Delivery”), we shall promptly notify you and be entitled to return the Goods to you. In case of a Failed Delivery caused by you and/or the End-Customer (including without limitation, as a result of the provision of incorrect contact and/or delivery details, or negligence, misconduct or otherwise non-compliance with the terms), Cancellation Fees or additional return fees may apply in accordance with Section 7 above.
12. Fees. Evermile will provide the Services to you at the rates and for the fees described on the Platform Pricing page, linked here (“Platform Fees”) and according to the actual Ordered Deliveries ordered by you or by your End-Customers (“Delivery Fees”, and collectively, the “Fees”). The Delivery Fees are dynamic and as such may change from time to time, depending on various internal and external factors. We may revise the Platform Fees at any time. However, we will provide you with at least 15 days advance notice via the Platform or by email before revisions to the Platform Fees become applicable to you.
13. Taxes. The Fees are exclusive of all Taxes. You are obligated to pay all taxes, fees and other charges imposed by any governmental authority, including any value added tax, goods and services tax, sales tax and applicable indirect and transactional taxes (“Taxes”) on the Services provided under this Agreement. VAT, Sales Tax, Goods and Services Tax and similar taxes shall be added to the fees charged by Evermile and remitted to the relevant Tax authority.
14. Invoice and Payment Terms. Evermile shall invoice you for all sums due, plus VAT (if and as applicable), in respect of: (i) Platform Services; (ii) Delivery Services (including special charges and Cancellation Fees), and; (iii) any other and/or additional services or costs which may form part of the Services. Evermile will provide you with invoices through the Evermile Platform or otherwise by email, specifying the Fees and Services for the mentioned time period. Payments shall be billed and charged automatically in accordance with the payment schedule and payment methods specified in the Platform and at the time of registration and setting up an Account. Amounts owed to Evermile are due and payable within two (2) business days of the date of the invoice, unless otherwise agreed in writing. You are responsible for ensuring that your credit card or bank account details provided to Evermile are accurate and up to date and that you have sufficient funds to cover the Fees to be paid by you to Evermile.
15. Disputes. Invoices may be disputed only by written dispute notice sent to Evermile within ten (10) business days of receipt of the invoice. You shall pay all amounts not disputed on the due date, otherwise administration fees and a monthly late interest at a rate of 2% per month, may be applied.
Section B: Evermile’s Rights and Responsibilities
16. Access to the Platform and Services. Subject to the terms and conditions of this Agreement and your compliance herewith, including payment of all applicable Fees, Evermile hereby grants to you a limited, non-exclusive, non-transferable, non-sublicensable license, during the Term, to access the Platform and use the Services solely for your internal business purposes. Evermile reserves the right, at any time, not to grant access to the Platform and/or Services and to reject or prohibit any registration and or access at its sole discretion.
17. Suspension and Termination or Your Account. Evermile shall be entitled at its own discretion to suspend or terminate access to the Platform and the Services, including the ability to cancel any outstanding Delivery Request, in the event that Evermile has reason to believe that (i) you, or someone using your User Details (defined below), has failed to comply with one or more of these terms or any of your payment obligations hereunder ; (ii) there has been fraudulent use, misuse or abuse of features and functionalities of the Platform or Services (in whole or in part), and/or (iii) you have provided Evermile with any false, inaccurate or misleading information.
18. The Performance of the Services. Without prejudice to any other terms of this Agreement, and subject to your compliance with the terms hereof, we will be responsible for the compliance of the Services with applicable laws and regulations. We warrant to you that the Services will be provided to you using the care and skill of a reasonable service provider. We will use reasonable commercial efforts to meet (and to ensure our Delivery Partners meet) any performance times and dates displayed through the Tracking Interface or otherwise specified in the Delivery Request; however, notwithstanding any other provision of this Agreement, you agree that any such times and dates are good faith estimates and that failure to fully perform the Delivery Services by such times or dates does not constitute a breach of this Agreement or give you cause to terminate the Ordered Delivery. Evermile has the right to use third party service providers for the performance of the Services. We have full discretion in arranging the Delivery Services to be performed by the Delivery Partner on our behalf. We make no promise or guarantee with respect to the specific identity of the Delivery Partner engaged to perform the Delivery Services for your Delivery Request. If our ability to perform the Delivery Services is prevented or delayed by any failure by you to comply with the terms hereof (“Your Default”) then: (a) we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances, Your Default may lead us to terminate the Ordered Delivery; (b) we will not be liable for any losses you incur arising directly or indirectly from exercising of our rights pursuant to (a) above; and (c) additional Fees may apply as set forth in Section 7 above.
19. Intellectual Property Rights. As between you and Evermile, Evermile exclusively owns all rights in and to the Services, the Platform, the Evermile API, the Evermile Confidential Information, including the UX/UI, data models, architecture, modifications, improvements, enhancements, derivatives, substitutes, or emulations of the aforementioned and any Intellectual Property Rights therein (collectively, “Evermile IP”). As between you and Evermile, you exclusively own all Merchant Data. Without derogating from the foregoing, in the event you provide Evermile with any suggestions, comments, or other feedback (“Feedback”) relating to the Services or the Platform, such Feedback will become the sole and exclusive property of Evermile as Evermile IP, and you hereby irrevocably assign to Evermile all of your right, title, and interest in and to such Feedback.
20. Use Restrictions. Unless prior written authorization is obtained from Evermile, you shall not, directly or indirectly: (a) make any Services available to, or use any Services for the benefit of, anyone other than you or for the benefit of your End-Customers as permitted under this Agreement; (b) copy, make a derivative work of, “frame” or “mirror”, or reverse engineer the Platform or Services or any part, feature, function or user interface thereof; (c) license, sublicense, sell, resell, transfer or assign, distribute, rent, or lease any of the Platform or Services, or include any Services in a service bureau or outsourcing offering or otherwise use the Services to operate a business of shipping, delivery or goods transport; (d) knowingly use the Platform or Services to store or transmit infringing, libelous, or otherwise unlawful or tortuous material, including in violation of applicable law with respect to third party privacy rights, or otherwise use the Platform or Services for any fraudulent, illegal, immoral, or unethical purposes; (e) knowingly use the Platform to store or transmit malicious code; (f) knowingly or negligently interfere with or disrupt the integrity or performance of the Platform or Services; (g) attempt to gain unauthorized access to the Platform or Services or their related systems or networks; (h) conceal, obscure or remove any copyright or proprietary notices contained in the interface of or on any materials provided via the Platform or Services; (i) access or use the Platform or Services in order to build a competitive product or service, including creating any indices therefrom; or (j) allow or enable a third party to do any of the aforementioned.
21. Data. All data which you provide or make available to the Platform and Services and/or provide to Evermile in connection with your use of the Services or any part thereof will, as between the Parties, be your property (“Merchant Data”). By providing Evermile and its service providers your End-Customer’s data, including without limitation the Delivery Information (to the extent such information relates to an identified or identifiable natural person processed in connection with the provision of the Services) (the “End-Customer Data”), you represent and warrant that you have full authority and all approvals and consents required under applicable law to provide Evermile with such End-Customer Data for its use by Evermile in accordance with the terms hereof and that to the best of your knowledge such End-Customer Data is true, current, complete, accurate and up-to-date. You grant Evermile and its service providers a non-exclusive, royalty-free, sublicensable (to Evermile’s affiliates and service providers) license to use, process, analyze, have processed, have analyzed, store and have stored the Merchant Data, including any End-Customer Data (a) solely as required for providing the Services, and (b) anonymized in a manner that does not allow identification of the relevant End Customer or of the Merchant as the source of such data, for the purpose of improvement of the Services. Evermile and Merchant shall abide and comply with the terms and provisions of the Data Protection Agreement located at www.evermile.io/DPA with respect to any and all End-Customer Data.
22. Disclaimers and Limited Warranties. Except as otherwise expressly provided in section 18 (The Performance of the Services) above, the Services, including the Platform and any part thereof, are provided on an "as is" and "as available" basis, without any warranties of any kind, express or implied, including warranties of title, non-infringement of intellectual property rights or implied warranties of use, merchantability or fitness for a particular purpose or use, or any warranties that may arise from course of dealing, course of performance or usage of trade. Evermile and its employees, directors, officers, representatives, agents, contractors, delivery partners, and service providers (collectively, the “Evermile Released Parties”) disclaim and make no representations or warranties regarding or relating to the use, the inability to use or operate, or the results of the use of the Platform or Services, nor do the Evermile Released Parties make any representations or warranties, express or implied, as to the accuracy, quality, availability, reliability, suitability, completeness, truthfulness, usefulness, or effectiveness of any content provided by or through the Platform or the Services. For the avoidance of doubt and without limiting the generality of the foregoing, Evermile does not represent, warrant or covenant: (a) that the Services or Platform will meet your requirements or be available at any time or from any particular location; (b) that the Services or Platform will be accurate, secure, useful, timely, informational, uninterrupted, or error-free; or (c) that defects or errors in any data or delivery requests will be identified or corrected.
23. Limitation of Liability. To the maximum extent permitted by applicable law, in no event will the Evermile Released Parties be liable to you or your End-Customer for any indirect damages (including, without limitation, consequential, special or incidental damages), damages for lost profits or revenues, business interruption, loss of goodwill, computer failure or malfunction, loss of data or business information arising in connection with this Agreement or resulting from or arising out of your (or your End-Customers') use of the Services, the Platform or the content available therein, any decision made or action taken or not taken in reliance on the content and any and all information which derives from the use of the Services, failure of the Services to perform as represented or expected, the performance or failure of Evermile, its Delivery Partners, or its third party service providers to perform under this Agreement, any other act or omission of Evermile, its Delivery Partners, or its service providers by any other cause whatsoever, or based upon breach of warranty, breach of contract, tort (including negligence), strict liability, or any other legal theory, regardless of whether Evermile, its Delivery Partners, or its service providers have been advised of the possibility of such damages. To the maximum extent permitted by applicable law, in no event will the maximum aggregate liability of the Evermile Released Parties for all damages, losses and causes of action, whether in contract, negligence, other tortious actions, statutory actions or otherwise, related to your or your End-Customers' use or other exploitation of the Platform or Services exceed: (a) in the case of a claim pertaining to a particular Delivery Request, the lower of: (i) the value of the Goods purchased under such Delivery Request; or (ii) one hundred pounds (£100); or (b) in case of a claim pertaining to this Agreement as a whole, the total Fees paid to Evermile in the twelve months (12) period immediately preceding the event giving rise to such liability. It is hereby clarified that the foregoing limitations of this section 23 will not apply to the Merchant’s payment obligations, or any losses in respect of death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other statutory or other liability which cannot be excluded under applicable law.
24. Availability. The availability and functionality of the Platform and Services depend on various factors and we do not warrant they will be available at all times without disruption. Evermile will make commercially reasonable efforts to provide and make available the Services during standard business hours and will make reasonable efforts to provide you and your End-Customers with prior notice with respect to any anticipated unavailability of the Services.
Section C: Your Rights and Responsibilities
25. General Representations and Warranties. You represent to Evermile that: (a) your business, including your use of the Services, complies and will comply with all applicable laws and regulations; (b) the Goods are lawfully in your possession and that there is no legal, contractual, or other restriction on delivering the Goods to the End-Customers using our Services; and (c) you will obtain, maintain, and receive all necessary consents from End-Customers, including for the transfer of their personal information to Evermile and our Delivery Partners, as required under applicable law and this Agreement. You acknowledge and agree that Evermile is solely a provider of technology services (and does not operate a courier service) and that the delivery of Goods, including without limitation the contents of any shipment, package, letter or consignment that is the subject of a Delivery Request placed by you (“Packaged Contents”) will be carried out by an independent local, national, or international Delivery Partner engaged by us on your behalf as part of our provision of the Services. It is hereby clarified that Evermile does not hold title to or acquire any ownership in any Goods.
26. You Agree To Keep The Information In Your Evermile Account Current. You must promptly update Evermile with any changes affecting you, the nature of your business activities, your representatives, principals, or any other pertinent information. We may suspend your Evermile Account or terminate this Agreement if you fail to keep this information current. You also agree to promptly notify us in writing immediately and in any event no more than three days after any of the following occur: (i) you are the subject of any voluntary or involuntary bankruptcy or insolvency application, petition or proceeding, receivership, or similar action; (ii) there is an adverse change in your financial condition; (iii) there is a planned or anticipated liquidation or substantial change in the basic nature of your business or ownership of your business; (iv) there is a change in the regulatory status of your business or your business has been notified that it is the subject of an investigation or enforcement action by a regulator or law enforcement; (v) or you receive a judgment, writ or warrant of attachment or execution, lien or levy against 50% or more of your total assets.
27. Use of Services. You are solely responsible and liable for your own use of the Services and to enforce any obligation to a third party that arises from your use of the Services. You represent to Evermile and agree: (i) to keep all registration details, and User IDs (“User Details") for the Platform and Services confidential and secure and not to allow any third party to access or use the Platform on your behalf or for their business and/or benefits; (ii) not to use User Details with the intention of impersonating another entity; (iii) not to do anything likely to impair, interfere with or damage or cause harm or distress to any other business or entity; (iv) not to infringe any rights of any third parties or other visitors; (v) to comply with all Terms, instructions and policies from Evermile from time to time in respect of the Platform and Services; (vi) to cooperate with any reasonable security or other checks or requests for information made by Evermile from time to time; and (vii) to use the information made available to you on the Platform and related to the Services at your own risk.
28. Package of Goods. You are responsible for safely packaging the Packaged Contents (including wrapping, cushioning and any other content care restrictions, if necessary) in accordance with any applicable laws and having the Goods available for pickup by our Delivery Partner at the designated Pick-Up Time and Pick-Up Location. Acceptance of Goods by the Delivery Partner does not constitute an acknowledgment by Evermile that the Goods are packed in accordance with the above standards or otherwise do not contain Prohibited Goods. You will, with respect to all Goods under an applicable Delivery Request: (a) remain at all times fully responsible for the Packaged Contents; (b) insure, or self-insure (i.e. be willing to assume the commercial risk, potential loss, or damage without engaging a third-party insurer) the Packaged Contents against all insurable risks to their full insurance value (including but not limited to fire, theft and similar risks) with any right for the insurer (where applicable) to bring a subrogated claim against Evermile being excluded in any case you have a reason to believe there might be a risk to these Packaged Contents and/or in case the value of such Packaged Contents is greater than the liability we take responsibility for, and as defined in each specific Delivery Quote. For the avoidance of doubt, unless expressly agreed by us in writing, we will not hold or be required to take out any insurance to cover Packaged Contents in connection with any Delivery Request. You will be solely responsible for all other matters relating to the End-Customer and the Delivery Request, including but not limited to: confirming the Delivery Information, collecting payments, packing the Packaged Contents and labeling Goods for delivery and making the Goods available for pickup, confirming compliance of the Goods and their Packaged Contents with this Agreement, handling customer support for End-Customers, and any claims or returns relating to the Goods.
29. Delivery Preferences. It is your responsibility to ensure that: (a) the requirements, preferences, and other terms of your Delivery Request are complete and accurate; and (b) you reasonably cooperate with us and our Delivery Partners in all matters relating to the Services (including by providing us or our Delivery Partners with such information and materials as may reasonably be required in order to effectively perform the Services).
30. Prohibited Goods. You are prohibited from using the Services for the delivery of the following prohibited goods: (a) goods the value of which exceeds (a) one thousand pounds (£1,000); (b) goods the weight of which (including packaging) exceeds 25kg; (c) packages the dimensions of which exceed 60 cm in length and 60 cm in width and 50 cm in height; (d) special controlled drugs or narcotics; (e) dangerous, toxic, flammable, explosive, corrosive, or hazardous goods or substances (including batteries); (f) environmental, biological, clinical, or medical waste; (g) infectious substances or pathogens; (h) restricted, illegal, or regulated goods (e.g. weapons, ammunition); (i) live creatures or animals; (j) items containing sensitive, confidential or personal information; (k) items that require special care during delivery (including cooling or heating); (l) highly magnetic items or materials (having material effect outside of the packaging); or (m) any other items, substances, or materials that we may prohibit by notice to you (including for the purposes of this section by email or publication on the Platform) from time to time (collectively, “Prohibited Goods”). Evermile is entitled to update the list of Prohibited Goods, at any time, at its sole discretion.
31. Your Relationship with Your End-Customers. You may only use the Services for legitimate transactions with your End-Customers. You know your End-Customers better than we do, and you are responsible for your relationship with them. Evermile is not responsible for the Goods you publicize or sell, or that your End-Customers receive through our Services. You affirm that you are solely responsible for the nature and quality of the Goods you provide, and for the support, refunds, returns, and any other ancillary services you provide to your End-Customers. Evermile provides Services to you but has no way of knowing about erroneous or suspicious Delivery Requests. If you are unsure if a Delivery Request is erroneous or suspicious, you agree to research the Delivery Requests and, if necessary, contact the End-Customer before ordering the Services. You are solely responsible for any losses you incur due to erroneous or fraudulent Delivery Requests in connection with your use of the Services.
32. Indemnification. To the maximum extent permitted by applicable law, you agree to and shall defend, indemnify the Evermile Released Parties and their successors and assigns (the “Evermile Indemnified Parties”) harmless from and against any and all damages, losses, fines, penalties, costs, and other amounts (including reasonable attorney’s fees and expenses) (collectively, “Losses”) arising from or in connection with any actual or threatened claims, demands, investigations, and causes of actions by third parties (each a “Claim”) to the extent such Claim is based on or arises from or relates to: (a) any breach or default by you of any provision of this Agreement, including breach of your obligations in respect of the Packaged Contents as set forth under this Section C; (b) Losses caused by your Default or the use of the Services for the shipment of Prohibited Goods; (c) your violation of applicable law; (d) your failure to meet your obligations relating to End-Customer Data, including any third-party claim that the End-Customer Data provided to Evermile, or Evermile’s possession or use thereof pursuant to this Agreement, infringes or violates such third party’s rights; and (e) the services or Goods you offer and provide to your End-Customers, including through the Merchant Website. The foregoing indemnification obligations will survive any expiration or termination of these Terms and your use of the Services. Evermile will inform you in writing following receipt of a Claim and will enable you to control the defense of such Claim, provided that any settlement arrangement, as well as any declaration or obligation on Evermile’s behalf, are subject to Evermile’s prior written approval.
Section D: Miscellaneous
33. Term and Termination. This Agreement is effective upon your first access to the Platform or use of the Services (“Effective Date”) and shall remain in effect until you delete your Evermile Account with Evermile and cease all activity or access to the Services (“Term”). Upon the termination or deletion of your account, Evermile may cancel or suspend any outstanding Ordered Delivery, and cancelation fees may apply. We can discontinue providing the Services permanently or temporarily at any time, at our sole and reasonable discretion, including for your Default. In the event of any expiration or termination of this Agreement (including any Delivery Request), any provisions hereof which expressly or by their nature are required to survive such expiration or termination, will survive.
34. The Parties Are Independent Contractors. This Agreement does not, and will not be construed to create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the Parties hereto.
35. Governing Law. Any claim relating to this Agreement, the Platform, or the Services will be governed by and interpreted in accordance with the laws of England and Wales, without reference to its conflict-of-laws principles. Any dispute arising out of or related to your use of the Platform or Services will be brought in, and you hereby consent to exclusive jurisdiction and venue in, the competent courts in London, United Kingdom.
36. Assignment. You may not assign, sublicense or otherwise transfer any or all of your rights or obligations under this Agreement without Evermile's prior express written consent. Evermile may assign its rights and obligations under this Agreement without restriction.
37. No Waiver. No waiver by either Party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default.
38. Headings. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof.
39. Severability. If any of the provisions of this Agreement are declared to be invalid or unenforceable by a court of competent jurisdiction, such provisions will be ineffective to the extent of such invalidity or unenforceability while the other provisions hereof will remain in full force and effect.
40. Notices. Legal notices under this Agreement may be made to Evermile via email - email@example.com, Attention: Evermile Legal Department, and to Merchant via email or registered mail to the respective addresses associated with your user account. Without limitation, you agree that a printed version of this Agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
41. Confidentiality. Each Party agrees to keep confidential and to use only for purposes of performing its obligation under this Agreement, any proprietary or Confidential Information (as defined below) concerning the business and operations of the other Party obtained pursuant to this Agreement. Further, the receiving Party may disclose Confidential Information which is required by law, government order or request to be disclosed (provided that the receiving Party will give written notice to the other Party prior to such disclosure and will only disclose the exact Confidential Information or portion thereof specifically requested by such order or request). The receiving Party agrees that it will hold all Confidential Information in confidence and will safeguard the Confidential Information with at least the same degree of care that it takes to protect its own information of a similar nature, which in no event will be less than a reasonable standard of care. The obligations of this Section 40 will survive termination or expiration of this Agreement for a period of three (3) years. In this Agreement, "Confidential Information” means any information disclosed by one Party (and/or its Affiliates) to the other Party (and/or its Affiliates), in connection with this Agreement regardless of form, which is identified as confidential or proprietary, and/or which a reasonable business person would understand to be confidential given the nature of the information and/or the circumstances of its disclosure. Confidential Information shall not include information that: (a) is already known to the receiving Party at the time of disclosure; (b) is, or, through no act, or failure to act, of the receiving Party, becomes publicly known; (c) is legally received by receiving Party from a third party without restriction on disclosure; (d) is independently developed by receiving Party without reference to the Confidential Information of the disclosing Party, as evidenced by written dated documentation; or (e) is approved for release by written authorization of the disclosing Party.
42. Changes to the Services and this Agreement. We reserve the right to modify, correct, amend, improve, or make any other changes to the Services or the Platform (or any part thereof) at any time, provided that in the event of material changes, we will place a notice on the Platform and/or send an email and/or notify you by some other means thereof. In the event we decide to discontinue the Services, we will provide you with reasonable prior notice. You agree that Evermile shall not be liable to you or to any third party for any such modification, suspension, or discontinuance of the Services. At any time, without assuming any liability, Evermile may temporarily suspend or terminate your access to the Platform or Services, for any reason, at its sole discretion, in addition to any other remedies that may be available to Evermile under applicable law. For example, such actions may be taken by Evermile: (a) for your Default or if Evermile, in its sole discretion, believes that you have breached any provision of this Agreement, including the shipment of Prohibited Goods; (b) at the request of law enforcement or other government agencies; (c) if the Services are discontinued or materially modified; or (d) upon the occurrence of any technical or security issues or problems. In addition, Evermile may terminate individual accounts due to prolonged inactivity. Evermile may amend, modify, and update the terms of this Agreement from time to time, at our sole and reasonable discretion, and we will notify you of any such amendment, modification, or update by publishing a new version of this Agreement. Evermile will notify you regarding material adverse changes of the terms of this Agreement by notice on the Platform or by sending you an email regarding such changes to the email address that you provided upon registration. Such material changes will take effect fourteen (14) days after such notice is provided as stated above. Otherwise, all other changes to this Agreement are effective as of the stated “Last Revised” date and your continued use of the Platform or Services after the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes.
43. Entire Agreement. This Agreement and all policies and procedures that are incorporated by reference constitute the entire agreement between you and Evermile for the provision and use of the Services. Except where expressly stated otherwise in a writing executed between you and Evermile, this Agreement will prevail over any conflicting contemporaneous agreements, proposals or representations, written or oral, for the provision or use of the Services. This Agreement sets forth your exclusive remedies with respect to the Services. If any provision or portion of this Agreement is held to be invalid or unenforceable under law, then it will be reformed and interpreted to accomplish the objectives of such provision to the greatest extent possible, and all remaining provisions will continue in full force and effect.
Section E: Credits and Referral Reward
44. Participating in the Referral Program. Evermile may invite you to participate in its referral program, to encourage other business owners to use and benefit from the Platform (the “Referral Program”). By participating in the Referral Program, accepting and/or sharing Referral Links or Referral Code (both as defined below), and/or by signing up with a Referral Link or Referral Code received from another Evermile merchant, you are agreeing to be bound by the terms and conditions of this Agreement (including, for the avoidance of doubt, the terms of this Section E).
45. Eligibility. The Referral Program is open to all Evermile customers, that are authorized to refer potential customers to Evermile by sending referral links (“Referral Links”) and/or codes (“Referral Codes”). Evermile has the right to limit the number of times you may use or share your Referral Link or Referral Code, at its sole discretion. It is hereby clarified that Referral Links and/or Referral Codes may only be shared by you on a personal and non-commercial basis, and that you shall not share any Referral Links and/or Referral Codes on a mass outreach or to the general public (e.g. via bulk emailing or posting on a coupon website, social media or blogs) unless otherwise approved by us in writing.
46. Referral Criteria. To be eligible for a Referral Reward(s) (as defined below), the referred customer must not have any prior business and/or personal relationship with Evermile (as determined by Evermile at its sole discretion), except as otherwise provided herein, and must also meet the following criteria (as determined by Evermile at its sole discretion): (a) be a new customer of the Evermile Services or an Evermile customer who has not completed their first Ordered Delivery on the Platform; and (b) be in compliance with the terms of this Agreement; and (c) complete at least one Ordered Delivery using the Platform within 30 days of the Referral Date (as defined below). It is hereby clarified that canceled Delivery Requests or Delivery Orders that have not been paid do not count toward the above minimum requirements. Once the above criteria are met, the applicable referral will be regarded as a "Successful Referral", provided that Evermile reserves the right to disqualify any participant of the Referral Program at any time, without any prior notice, for any reason whatsoever. In this Section 45, the “Referral Date” shall mean the date in which the referred customer has signed up to the Services using the Referral Link or Referral Code provided by the referrer.
47. Referral Rewards. The referrer will be eligible to receive a one-time referral reward (as determined by Evermile and presented in the Platform) for each Successful Referral (“Referral Reward”). The Referral Reward will be paid out in the form of a credit to the referrer's Evermile Account, to be issued by either Evermile or its authorized partners and generated via the Referral Program (“Credit”). Referrers may use the Evermile Credit balance in future bookings of deliveries as instructed in the Platform. The use of Credits can cover the entire delivery cost or a part of it, depending on the outstanding Credits in the Account. Referral Rewards will be paid out within 14 days of the applicable Successful Referral.
48. Limitations. Referral Rewards may be combined with other discounts, promotions, or special offers. Referral Rewards are non-transferable and non-exchangeable. Each Credit has an expiration date of 30 days, as clearly marked on the Platform. Any unused Credits will expire at the expiration date and will not be available for future use. Evermile reserves the right to modify or terminate the Referral Program at any time, without any prior notice, for any reason whatsoever.
49. Liability. Without derogating from Section 22 above, Evermile will not be liable for any damages or losses incurred by the referrer or the referred customer as a result of participating in the Referral Program and will not be responsible for any errors, omissions, or delays in the processing of Referral Rewards.
51. Disputes. Any disputes arising from or related to the Referral Program will be resolved solely by Evermile in its sole discretion, and its decision will be final and binding. Any violation of the terms of this Section E will not only prevent you from participating in the Referral Program (now or in the future), but could also result in the forfeiture or retraction of Credits or other rewards earned through the Referral Program and even the deactivation of your Account, all as determined by Evermile at its sole discretion.
52. Termination and changes. Evermile reserves the right to change, end, or pause, in whole or in part, any Referral Program, at its sole discretion.
Section F: Definitions
“Agreement” means any Delivery Request together with these Terms and any referenced schedules.
“Delivery Area” means the geographic area within which the Services are available for a given Delivery Request, as will be specified, from time to time, in the Delivery Dashboard or Evermile’s Website.
“Delivery Dashboard” means the dashboard tool developed by Evermile and offered by Evermile to Merchants with an integration to the Evermile API, in which the Delivery Requests placed by End-Customers to the Merchant are visible.
“Delivery Information” means at least the information specified in Section 6, or as otherwise prompted for input through the Platform, required for the delivery of the Goods to the End-Customer, as provided by the End-Customer and confirmed by the Merchant.
“Delivery Partner” means a third-party business engaged by Evermile to perform courier services and that delivers Goods to or from your End-Customers.
“Delivery Quote” means a quote by Evermile for Delivery Services taking into consideration various parameters.
“Delivery Request” means: (a) an inquiry for the Delivery Services requested by (i) End-Customer through the Merchant Website (if applicable) or (ii) Merchant through the Platform; and (b) confirmation by the Merchant in the Platform of the use of the Services for the delivery of Goods to the End-Customer, in accordance with these Terms.
“Ordered Delivery” means Delivery Services with respect to which Evermile has affirmatively accepted and agreed (as displayed in the Platform) to a Delivery Request for the transport of certain Goods.
“Delivery Services” means the services of delivery, collection and return of Goods, between Merchant and its End-Customers.
“End-Customers” means a natural or legal person purchasing Goods from the Merchant, whether through the online or offline channels.
“Evermile API” means the interface offered by Evermile or its third-party service providers or partners to Merchant and that permits Merchant to facilitate Delivery Requests through the Platform and to access and engage our Services.
“Goods” means the product(s) purchased by End-Customer from the Merchant through the Merchant Website, including the Packaged Contents (as defined below) but excluding any Prohibited Goods.
“Intellectual Property Rights” means without limitation, all intellectual property rights wherever in the world, whether registrable or non-registrable, registered or unregistered, including any application or right of application for such rights, including but not limited to copyright and related rights, database rights, algorithms, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, goodwill, passing off rights, unfair competition rights, patents, utility models and rights in designs.
“Party” means each of Evermile and Merchant.
“Pick-Up Location” means the location from which the Delivery Partner will pick up Goods for delivery to the End-Customer, as specified and confirmed by the Merchant in the Delivery Request.
“Pick-Up Time” means the time or time range specified by Evermile for the pick-up of Goods by the Delivery Partner.
“Platform” means Evermile’s designated proprietary software-as-a-service platform or Application Programming Interface (API) that facilitates your Delivery Requesting, access to the Services, and our provision of the Services. References to the Platform will include (to the extent the context permits) Delivery Dashboard, Tracking Interface and Evermile API, as well as any related website, user dashboard, or mobile application to which you are granted access in connection with our provision of Services to you.
“Prohibited Goods” means the items listed in Section 30.
“Platform Services” means the services provided to Merchant in the scope of its access to the Platform which may include planning, managing and charging for deliveries to be performed pursuant to the Delivery Service.
“Services” means Delivery Services, Platform Services and any other services offered and provided by Evermile under this Agreement.
“Tracking Interface” means the tracking functionality provided by Evermile to Merchant and shared with the End-Customers by Merchant, enabling the real-time tracking and estimated time of delivery of the Goods to the End-Customer at the delivery address.
“Your Online Store” means an online store or other web-based or mobile-based marketplace provided by the Merchant where End-Customers can purchase products from the Merchant and request the Services for the delivery of Goods.