SOONAS SOLUTIONS LIMITED
CUSTOMER TERMS AND CONDITIONS
LAST UPDATED: 22 April 2022
1.1 We are SoonAs Solutions Limited (trading as "SoonAs") ("we"/"us"/"our"), a company registered in England and Wales under company number: 13149258. Our registered office is at: International Logistics Centre, Bonehill Road, Tamworth, Staffordshire, United Kingdom, B78 3HH. Our VAT number is: 381 9477 54.
1.2 You can contact us by:
(a) sending an email to email@example.com;
(b) filling out and submitting the online contact form available at https://www.soonas.com/contact or
(c) calling us on 0330 134 4500 (our telephone lines are open Monday to Friday: 9 am to 6 pm).
2. THE APPLICATION
2.1 We are the legal proprietors of:
(a) www.soonas.com (the "Website");
(b) the marketplace applications called "SoonAs", accessible through the Website or via a downloadable mobile application (the "SoonAs Customer App");
(c) "SoonAs Driver", accessible through the Website or via a downloadable mobile application (the "SoonAs Driver App").
2.2 The SoonAs Website, the SoonAs Customer App and the SoonAs Driver App shall together be referred to as the "Application".
2.3 The SoonAs Customer App provides the means to enable you to advertise, request, delivery and collection services (the "Services") with third party drivers that have an account on the SoonAs Driver App (each a "Driver") and to facilitate a contract between you and the Driver for the performance of such Services (each such contract being a "Delivery Contract"). The Application simply allows you to connect to Drivers to purchase Services from those Drivers through the marketplace that the Application represents.
2.4 Our role is to:
(a) provide the means to facilitate transactions via the Application, but we do not provide the Services; and
(b) collect payment from you of the applicable fees payable to us or the Driver (depending upon the type of job listing) for your booking of the Driver using the Application and the Driver’s performance of the Services (together the "Delivery Fee"). This is explained further in clause 6.
2.5 Your use of the Application is at your own risk.
3. THESE TERMS AND CONDITIONS
3.1 If you use or access the SoonAs Customer App, your use of and access to the SoonAs Customer App will be governed by these terms and conditions (the "Agreement"), which you agree to be legally bound by when downloading the SoonAs Customer App.
3.2 We may change the Agreement from time to time. Every time you wish to use or access the SoonAs Customer App, please check this webpage to ensure you understand the terms that apply at that time. To the extent permitted by applicable laws, your continued use of the SoonAs Customer App after any such changes are in effect shall constitute your consent to such changes.
3.3 Nothing in the Agreement affects your legal rights under the Consumer Rights Act 2015 (also known as "statutory rights"). You may also have other rights in law.
4. REGISTRATION PROCESS
4.1 If you would like to use the SoonAs Customer App, you will need to register with us for an account.
4.2 To register you need to follow the instructions on the SoonAs Customer App (which will involve supplying us with various personal information about yourself (including your email address) and creating a password for your account).
4.3 By registering for an account on the SoonAs Customer App, you confirm that:
(a) you are resident in the United Kingdom; and
(b) you agree to be legally bound by the Agreement.
4.4 We reserve the right to reject any registration for an account and to refuse use of or access to the SoonAs Customer App to anyone for any reason, at our absolute discretion.
4.5 You must keep the password confidential and immediately notify us if any unauthorised third party becomes aware of that password or if there is any unauthorised use of your email address or your account or any breach of security known to you. You agree that any person to whom your user name or password is disclosed is authorised to act as your agent for the purposes of using (and/or transacting via) your account. Please note that you are entirely responsible if you do not maintain the confidentiality of your password.
4.6 You must be registered with a valid personal email address that you access regularly, so that, among other things, administration emails can be sent to you. Any accounts which have been registered with someone else's email address or with temporary email addresses may be closed without notice.
4.7 We require you to validate accounts at registration or if we believe you have been using an invalid email address.
5. LISTING JOBS AND INSTRUCTING DRIVERS
5.1 Upon successful completion of the registration process, and for so long as the Agreement continues in full force and effect, you will be able to advertise, request, and enter into contracts for, delivery and collection services.
5.2 HOW TO POST A JOB LISTING
(a) You are able to advertise job listings on the SoonAs Customer App, which must include:
(i) the required details in respect of each job listing (including, for example, the goods required to be delivered and the recipient address); and
(ii) if the goods to be delivered require additional measures which the Driver will need to have in place (including, for example, ramps and straps). The details of the types of goods that generally require additional measures are listed on our Website at Https://www.soonas.com/faq.
(b) There are two ways in which you can choose to list a job as being available through the SoonAs Customer App:
(i) on a "Bidding" or "Bid" basis; or
(ii) an "Instant Price" basis;
(in each case as further explained below).
In consideration of us facilitating each Delivery Contract (irrespective of the type of job listing you choose), we will deduct a proportion of the Delivery Fee ("Administration Fee"), which will be payable by you via the Application, upon your entry into a Delivery Contract with a Driver.
(c) "Bid" job listings:
(i) "Bid" listings enable Drivers to respond to your job listing via the SoonAs Driver App with their proposal for the applicable Delivery Fee and estimated time of arrival/pickup (in each case as determined solely by the Driver).
(ii) You are free to negotiate the Delivery Fee with the Driver that you choose to fulfil the job and we will calculate our Administration Fee by reference to this.
(iii) Once you have accepted a Driver’s response to your job listing and chosen that Driver to fulfil the job, a Delivery Contract will be formed between you and the Driver.
(d) "Instant Price" job listings:
(i) "Instant Price" job listings are not subject to a negotiation on price. The applicable Delivery Fee for "Instant Price" listings is calculated by us with reference to the associated mileage and any additional customer requirements and will include our Administration Fee.
(ii) You do not have the ability to select a particular Driver for the job.
(iii) Only Drivers that have a 3+ star rating and meet the criteria for the job listing (as set by you) will be eligible to see and accept a "Instant Price" job listing.
(iv) Once the first eligible Driver has accepted the job listing via the SoonAs Driver App, a Delivery Contract will be formed between you and the Driver.
(e) Irrespective of the type of job listing you choose:
(i) You and the Driver will be able to correspond with each other using the in-Application messaging system to determine any specific details in respect of the job listing.
(ii) We will not be party to any Delivery Contract and any decision by you and the Driver to enter into such Delivery Contract is a decision made by you and the Driver at each of your and the Driver’s absolute discretion.
(iii) You acknowledge and agree that, save in respect of the Delivery Fee on "Instant Price" job listings, we will not have any control over the contractual terms of the Delivery Contract nor will we have any liability to you or the Driver in connection with any Delivery Contract or any Services performed (or failed to be performed) by the Driver under any Delivery Contract. It is your responsibility to ensure that any Delivery Contract contains the terms and conditions you consider to be appropriate for the relevant job.
(iv) We are not an agent, auctioneer or customer of the Driver, and the Driver is not our employee, contractor, agent or representative.
5.3 BOOKING AMENDMENTS AND CANCELLATIONS
(a) You and the Driver are able to amend or cancel the Delivery Contract at your and the Driver’s absolute discretion in accordance with the terms of this Agreement.
(b) In the event that you or the Driver require an amendment to the Delivery Contract (for example, a change to the agreed pick-up date or time or the recipient address):
(i) in respect of "Bid" job listings, you or the Driver will be able to request the amendment and the Driver will have the opportunity to propose a new Delivery Fee to take into account such amendment. You may at your absolute discretion accept or reject the proposal of the new Delivery Fee and, to the extent that the proposal is rejected, you or the Driver may choose to cancel the Delivery Contract;
(ii) in respect of "Instant Price" job listings, you will need to cancel the relevant Delivery Contract within the Application and re-post the "Instant Price" job listing, incorporating the desired amendment. Clauses 5.2(d) and 5.3(c) will apply in this circumstance.
(c) For the avoidance of doubt, in the event that you agree any amendment to a Delivery Contract directly with a Driver outside of the Application (such as a different delivery time or Delivery Fee), clauses 5.2(e) and 5.4 will continue to apply to the Delivery Contract as amended and we will have no liability for the Driver’s performance of the amended Delivery Contract.
(d) If you cancel the Delivery Contract, depending on the time at which cancellation took place, the applicable Delivery Fees may not be payable and may be fully refunded to you (please refer to clause 7.2 for further details).
(e) If the Driver chooses to cancel the Delivery Contract at any time before the Services have been completed, then:
(i) in respect of "Bid" job listings, you will receive a full refund of any amounts you have already paid in respect of that Delivery Contract; or
(ii) in respect of "Instant Price" job listings, you will be given the option of either:
(A) re-posting the job listing on an "Instant Price" basis. If you choose to re-post the job listing, a new Delivery Fee will be calculated by us for your chosen date (which will never be more than the original Delivery Fee). If the new Delivery Fee is less than the original Delivery Fee, we will refund the difference between the two and set-off the amounts already paid by you against the new Delivery Fee; or
(B) removing the job-listing from the SoonAs Customer App and the Website, and obtain a full refund of any amounts you have already paid in respect of that Delivery Contract.
5.4 PERFORMANCE OF THE SERVICES
The Driver will at all times be responsible to you for the completion of the Services and for ensuring that the you are kept up to date in respect of the status of the Services. The Driver will be responsible for any loss of or damage to the goods in the Driver’s possession and any loss that you incur as a result of such loss or damage occurring and we are not responsible for any loss of or damage to any goods that arise as a result of your or the Driver’s acts or omissions.
5.5 PROOF OF DELIVERY
(a) Upon completion of the Services, the Driver will obtain the recipient’s signature at the location to which the goods are to be delivered by the Driver in accordance with the terms of the Delivery Contract (the "Delivery Point") using sign-on-glass, and the Driver has the option to upload a photograph to the SoonAs Driver App of the goods delivered at the Delivery Point (which you will be able to view using the SoonAs Customer App).
(b) Drivers are not permitted by us to take photographs of you or any other natural person. Any images received by us will be deleted. The Driver will be responsible for any personal information they collect as set out at clause 8.
(c) Any complaints raised by you in respect of delivery will be handled by our internal escalation processes as detailed in our Complaints Policy (see clause 10 for further details).
5.6 APPROVAL RATINGS
(a) You will be able, at your option, to rate (and provide comments and feedback about) a Driver based on your experience of dealing with the Driver and your perceived quality of the Service(s) received from the Driver ("Approval Rating"). The purpose of the Approval Rating is as follows:
(i) As regards "Bid" job listings, the Approval Rating enables other customers to determine for themselves whether they want to appoint a particular Driver to perform the Services.
(ii) As regards Instant Price job listings, the Approval Rating enables us to ensure that only Drivers of the standard set out in clause 5.2(d)(iii) are eligible to see and accept the job listing.
(b) You acknowledge and agree that the Approval Rating you give to a Driver will be visible to all users of the SoonAs Customer App.
(c) We may from time to time, but shall not be obliged to, review and monitor Approval Ratings.
(d) We reserve the right to use, share and display your Approval Rating(s) in any manner in connection with our business and the Application.
(e) If you submit a complaint to us in respect of your dealings with you or the Services more generally, we will investigate such complaint in accordance with our Complaints Policy and reserve the right to take any action as we deem necessary (at our absolute discretion) (see clause 10 for further details).
6. YOUR USE OF THE SOONAS CUSTOMER APP
6.1 In respect of your access and use of the SoonAs Customer App, you must:
(a) not use the SoonAs Customer App in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the SoonAs Customer App or any operating system;
(b) not infringe our intellectual property rights or those of any third party in relation to your use of the SoonAs Customer App, including by the submission of any material;
(c) not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the SoonAs Customer App;
(d) not use the SoonAs Customer App in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and
(e) not collect or harvest any information or data from the SoonAs Customer App or our systems or attempt to decipher any transmissions to or from the servers running the SoonAs Customer App.
6.2 Whenever you make use of a feature that allows you to upload content to the SoonAs Customer App (which will be viewable on the Application) (for example, uploading images of goods or adding an Approval Rating), or to make contact with other users of the Application (for example, Drivers), you must comply with the behavioural standards set out in this clause 6.
6.3 We have the right to remove any posting you make on the SoonAs Customer App if, in our opinion, your post does not comply with the content standards set out in this clause 6. In addition, when we consider that a breach of such content standards has occurred, we may take such action as we deem appropriate (including, but not limited to, permanent withdrawal of your right to use the SoonAs Customer App). A posting on the SoonAs Customer App must not:
(a) contain any advertising or promote any services;
(b) contain any web links to other sites that do not directly relate to the job listing;
(c) be likely to deceive any person;
(d) breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
(e) impersonate any person, or misrepresent your identity or affiliation with any person;
(f) advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse;
(g) contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism;
(h) promote any illegal activity;
(i) be defamatory of any person;
(j) be obscene, offensive, hateful or inflammatory;
(k) bully, insult, intimidate or humiliate;
(l) promote sexually explicit material;
(m) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
(n) infringe any copyright, database right or trade mark of any other person;
(o) be in contempt of court;
(p) be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety; and/or
(q) be likely to harass, upset, embarrass, alarm or annoy any other person.
6.4 You warrant that any such contribution complies with the above content standards, and you will be liable to us and will be will be responsible for any loss or damage we suffer as a result of your breach of our content standard.
6.5 Any content you upload to the SoonAs Customer App will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you are required to grant us and other users of the SoonAs Customer App a limited licence to use, store and copy that content and to distribute and make it available to third parties.
6.6 We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to the SoonAs Customer App constitutes a violation of their intellectual property rights, or of their right to privacy.
7. CHARGES AND PAYMENT
7.1 DELIVERY FEES AND ADMINISTRATION FEES
(a) Depending upon the type of job listing, you will pay to us or the Driver (as the case may be) the applicable Delivery Fee for the Delivery Contract (as specified within the Application) via the SoonAs Customer App or the Website in advance of delivery.
(b) In the case of an "Instant Price" job listing:
(i) All payments will be collected by us and processed via the SoonAs Customer App or the Website using a third party payment provider. Please also refer to clause 8 (your personal information) below in this regard.
(ii) As a fee-collecting agent on behalf of the Driver, we shall be responsible for collecting payment of the Delivery Fee from you and passing the appropriate proportion of that payment on to the relevant Driver, less the amount we deduct in respect of our Administration Fee.
(c) In the case of "Bid" job listing, you will pay the Administration Fee to us via the Application and you will pay the Delivery Fee directly to the Driver.
7.2 CANCELLATION FEES
(a) If you cancel a Delivery Contract at any time on the day of the agreed pick-up time, you will not be entitled to a refund of any of the applicable Delivery Fees.
(b) If you cancel a Delivery Contract at any time on the day immediately prior to the agreed pick-up time, you will be entitled to a 50% refund of the applicable Delivery Fees.
(c) If you cancel a Delivery Contract at any time which is equal to or more than two days prior to the agreed pick-up time, you will be due a full refund of all applicable Delivery Fees paid in connection with that Delivery Contract. We reserve the right to deduct a reasonable amount from such refund to reflect the time and effort spent by us in considering and processing such refund.
(d) Other than the circumstances set out in this clause 7.2, we will not under any circumstances be required to refund the Delivery Fee to you unless the Driver cancels the Delivery Contract, in which case we will refund you in full which, subject to your statutory rights, will be your sole and exclusive remedy from us for cancellation of the Delivery Contract by the Driver. This does not prevent you from taking action separately against a Driver for the Driver’s failure to deliver the Services under, or otherwise comply with, the Delivery Contract.
8. YOUR PERSONAL INFORMATION
9. OUR LIABILITY
9.1 We shall not exclude or limit our liability for:
(a) our fraud; or
(b) death or personal injury caused by our negligence; or
(c) any breach of the obligations implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982; or
(d) any other liability which cannot be excluded or limited by applicable law.
9.2 If we fail to comply with the Agreement, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of the Agreement or our negligence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if they were an obvious consequence of our breach or if they were contemplated by you and us at the time we entered into the Agreement.
9.3 We are not legally responsible to you for any losses that were not caused by any breach on our part.
9.4 We only provide the SoonAs Customer App and the Website to you, as a consumer, for domestic and private use. You agree not to use the SoonAs Customer App and Website for any commercial, business or re-sale purpose, and, subject to clause 9.1, we shall have no liability to you for any business losses (including any loss of profit, loss of business, business interruption, or loss of business opportunity).
9.5 If you post a job listing via the Application using a ‘guest account’, then the account will only be active during the lifetime of the job listing. Once the relevant job is complete, the guest account and all relevant information will be permanently removed from our system.
10. COMPLAINTS HANDLING
10.1 If you submit a complaint to us in respect of a Driver’s dealings with you or the Services more generally, we will investigate such complaint in accordance with our Complaints Policy (which is available on the Website at http://www.soonas.com/complaints (as may be updated by us from time to time)) and reserve the right to take any action as we deem necessary (in our sole discretion).
10.2 We are not under an obligation to mediate between you and a Driver or enforce or execute fulfilment of any Delivery Contract entered into by you and the Driver via the Application.
All communications between you and us in connection with the Agreement or otherwise will be via the methods that we so choose in our sole discretion (which may include, for example, SMS text messages, e-mail or telephone).
12. MOBILE APPLICATION END-USER LICENCE AGREEMENT
12.1 The downloadable mobile application version of the SoonAs Customer App (the "Mobile Application") requires a mobile device that meets the minimum specifications detailed on the Google Playstore or Apple App Store (as applicable).
12.2 When you download the Mobile Application, you will not own it. Instead we give you permission to use it (also known as a "licence") for the purpose of you using and enjoying it according to the Agreement.
12.3 The Mobile Application:
(a) is personal to you. You can use it wherever you want in the world but only if you comply with local laws;
(b) is non-exclusive to you. We may supply the same or similar digital content to other users;
(c) may not be:
(i) copied by you except for a reasonable number of necessary back-ups;
(ii) changed by you (which means, in particular, that you are not allowed to adapt, reverse-engineer or decompile it, or try to extract the source code from it, except where any of this is allowed by law);
(iii) combined or merged with, or used in, any other computer program; or
(iv) distributed or sold by you to any third party;
(d) contains information which is owned by us and/or third parties. You must not conceal, change or remove any markings which show who owns this information, such as copyright (©), registered trade mark (®) or unregistered trademark (™) markings.
12.4 Except where you have permission to use the Mobile Application under this clause 12, you will not obtain any rights of ownership or other rights (of whatever nature) in the mobile Application or in any copies of it.
12.5 If the Mobile Application is faulty, please contact us using the contact details at the top of this page.
12.6 To avoid faults in the Mobile Application, you must install any fixes, updates, upgrades, new releases and new versions as soon as reasonably possible after we tell you that they are available to be downloaded.
13. MISCELLANEOUS PROVISIONS
13.1 We are not responsible for events outside our control. If our provision of the SoonAs Customer App or Website is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event but if there is a risk of substantial delay you may contact us to end your contract with us and receive a refund for any Services you have paid for but not received.
13.2 We may end your rights to use the Application at any time by contacting you and/or permanently removing your user account within the SoonAs Customer App and the Website if you have broken the Agreement in a serious way. If what you have done can be put right we will give you a reasonable opportunity to do so.
13.3 If we end your rights to use the Application:
(a) you must stop all activities authorised by the Agreement, including your use of the SoonAs Customer App and Website; and
(b) you must delete or remove the Mobile Application from all devices in your possession.
13.4 We may transfer our rights and obligations under the Agreement to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
13.5 You may only transfer your rights or your obligations under the Agreement to another person if we agree in writing.
13.6 This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
13.7 If a court finds part of this contract illegal, the rest will continue in force
13.8 Each of the paragraphs of the Agreement operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
13.9 Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under the Agreement, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
13.10 The Agreement is governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in either the Northern Irish or the English courts.