Last Updated: – 20th December 2019
Agreeing to the Terms & Conditions:
In order for Pick Pack Direct to enter into an agreement with the customer, they must first take the following steps:
- Firstly, the customer must decide which additions (if any) are to be selected from the pricing menu e.g. Modules.
- The customer must then place this order with Pick Pack Direct.
- Pick Pack Direct will then conceive a sales order which gives details of the services provided and the amounts to be paid by the customer.
- The customer will confirm its acceptance of the Pick Pack Direct sales order, including they’re terms and conditions.
- The customer’s bank account details will be submitted, allowing Pick Pack Direct to set up a direct debit and take an initial payment.
- Once payment has been received and confirmed by Pick Pack Direct, the customer will be given access to the platform (this marks the beginning of the agreement coming into force.)
Support Services Information:
Throughout the term of contract, Pick Pack Direct will provide support services to the customer and may apply updates/upgrades to the platform, Pick Pack Direct does not need to inform the customer of these updates/upgrades. Pick Pack Direct may subcontract any of the support services without obtaining the consent of the customer.
The licence granted by the Provider to the Customer is subject to the following limitations:
- The system may only be used by users implemented by Pick Pack Direct, however, the customer may change, add or remove a designated named user up until their licence quota is filled.
- The system must not be used at any point in time by more than the number of concurrent licence holders set by Pick Pack Direct.
- The system may only be used by the employees, agents and subcontractors of the Customer
- All data and commercial information will not be divulged by Pick Pack Direct between customers.
Except to the extent mandated by applicable law or expressly permitted in the agreement, the licence granted Pick Pack Direct to the Customer under this is subject to the following prohibitions:
- The customer will not sub-licence its right to access and use the system provided to them by Pick Pack Direct, or grant unauthorised access to any person wanting to use the system.
- The customer must not re-publish, re-distribute or frame the system at any time.
- The customer has no right – under any circumstances – to access the object code or source code of the system, either during or after their use of licence.
- All Intellectual Property Rights within the system – as between the parties – are the exclusive property of Pick Pack Direct.
- The customer will use all reasonable endeavours in order to make sure no unauthorised user will or could access the system using the customer’s account.
- The customer will not use the platform in any way that may cause or causes damage to the system, impairs the availability and accessibility of the system, or, any areas/services on the system.
- The customer will not use the platform:
- The customer will not alter, adapt or edit the system unless expressly permitted by Pick Pack Direct.
- In any unlawful, illegal, harmful or fraudulent manner.
- In connection with any unlawful, illegal, harmful or fraudulent activity or purpose.
Granting Login Details:
Pick Pack Direct will make the customer’s system available to the customer by setting up an account on the system. The details will be provided to the customer as soon as the system is:
- Up and running and;
- Payment has been received by Pick Pack Direct.
Customer Credentials Information:
Through making a deal with Pick Pack Direct, the customer grants Pick Pack Direct a non-exclusive licence to store, copy and otherwise use the customer information within the system.
These will be for the purposes of providing proper services, operating the system, fulfilling other obligations under the terms and conditions and exercising its right to do so for the time Pick Pack Direct is contracted with you.
- Pick Pack Direct will issue invoices regarding the charges to the customer through an already agreed upon monthly payment scheme.
- The customer will pay the charges to Pick Pack Direct on the second day of every month in accordance with Clause 1 of the Charging Information section.
- All charges stated or in relation to the agreement are stated as exclusive of VAT unless the context deems it necessary. VAT will be payable by the customer to Pick Pack Direct as an addition to the already stated amounts.
- All charges will be paid through standing orders on the second day of each month following an invoice being sent out on the first of each month.
- Any added payments are based on the terms of the invoice the customer will be given each month.
- If the customer fails to pay any amount properly to Pick Pack Direct under or in connection with the agreement made, Pick Pack Direct can:
- Reserve the right to deactivate your account and lock you out of your system if payment has not been made five days after the original pay date.
The customer acknowledges that:
- A complex piece of software is never entirely free from defects, bugs and errors and Pick Pack Direct gives no warranty or representation that the system will be wholly free from bugs, errors and defects.
- Pick Pack Direct does not represent that the system will be universally compatible with any application, software or program not specifically identified as compatible by Pick Pack Direct.
- A support account set up by Pick Pack Direct will be able to access the customers databases for fault finding and development.
- Neither party will be liable for any losses arising out of a Force Majeure Event.
Third Party Software Information:
The system Pick Pack Direct provides may contain or link to third party software that also requires notices and/or additional terms and conditions that relate to their products. These third party software notices and/or additional terms and conditions can be requested from each individual third party to be incorporated into these Pick Pack Direct terms.
Through accepting these terms and conditions, the customer is also accepting the additional terms and conditions.
Reverse Engineering Restrictions:
Under no circumstances will the customer decompile, disassemble or reverse engineer system, the software relating to it or any other confidential information or permit others to do so. These boundaries include:
- Converting any information the system sends from a machine-readable form into a human-readable form.
- Decompiling/disassembling the system in any means as a way to translate machine-dependant or machine independant object code into the original human-readable source code.
- Performing and enacting in other activity to the system and its software that could be construed as decompiling, disassembling or reverse engineering.
The customer acknowledges that from time to time, during the term of contract, Pick Pack Direct may apply upgrades to the system, and that such upgrades may result in changes of appearance and/or functionality.
- No upgrade will delete, impair or disable the core functionality of the system.
- Pick Pack Direct will not inform the customer when an upgrade is being pushed into the live system.
- The customer shall not be subject to any additional charges arising out of the upgrade, unless:
- The upgrade is a custom module built for the customer.
If a customer commissions a custom module the customer understands that:
- All custom modules are non-refundable;
- Not shared between customers unless specifically allowed by the customer.
- Non-returnable and;
- Modules cannot be disconnected from Pick Pack Direct.
- Custom modules are owned by the customer that orders it.
If the customer is enrolled into our EarlyBird scheme the customer understands that:
- The customer will get earlier access to their systems and software.
- The systems and software provided to the customer is trial software.
- The trial software has an increased chance to include bugs, errors or defects.
- These bugs, errors or defects are natural to the trial software.
- The bugs, errors or defects will be dealt with by Pick Pack Direct.
Either party may terminate the Agreement immediately through giving a written notice to the other party if the other party:
- Committed a material breach of the agreement that is;
- Redeemable, however the other party fails to remedy to breach within 30 days of a written notice requiring them to act.
- Irredeemable in any way;
- If persistent breaches of the agreement occur termination can take place, irrespective of whether such breaches constitute a collective material breach.
- If a 30 day notice is given by either party to the other, the agreement can be terminated following those 30 days have passed.
Pick Pack Direct can terminate the agreement effective immediately through written notice if the customer fails to pay PickPackDirect the due amount by the due date.