Terms of Service

1. Definitions
   1. Protect+: Refers to the package protection service offered by Protect+.
   2. Merchant: The ecommerce store that has installed Protect+.
   3. Customer: The user shopping at a Merchant's store and purchasing Protect+ coverage.
   4. Claim: A request filed by a Customer for reimbursement due to loss, theft or damage of a package.
   5. Service: The package protection service provided by Protect+.
2. Claim Types
   1. General: All claims will be reviewed by our agents or automated systems before approval and are eligible for up to a maximum coverage of £1,000 per claim. Once a customer has filed a chargeback against an order, it is no longer eligible for a claim.
   2. Lost: Orders will be deemed as lost with no movement on the last checkpoint from courier tracking provided by the Merchant after 7 days. Claims for lost shipments must be filed within 30 days of order date.(subject to change on case by case basis)
   3. Delivered but not received: Customer may be required to fill out an affidavit or police report to be eligible for stolen or delivered not received claims. Customer must have courier tracking provided by Merchant proving package was delivered successfully. Claim must be filed within 7 days of order delivery date.(subject to change on a case by case basis)
   4. Wrong Item: Customer may be required to fill out an affidavit and must provide a photo of the received item that does not match the item ordered. Merchant is responsible for accurately representing the item(s) sold to Customer. If Merchant misrepresented the item(s) sold, Protect+ has the right to reject these claims until Merchant has corrected the imagery.
3. Data Security
   1. Merchants are responsible for keeping all passwords and API keys provided to them safe and secure, and for all use of Protect+ using passwords or API keys issued to Merchant. Merchants must notify Protect+ immediately of any actual or suspected unauthorized use of their passwords or API keys for the Service.
4. Customer Cooperation
   1. Merchants shall:
      1. Reasonably cooperate with Protect+ in all matters relating to the Service;
      2. Respond promptly to any Protect+ request to provide information, approvals, authorizations or decisions that are reasonably necessary for Protect+ to provide the Service in accordance with this Agreement;
      3. Provide such Merchant materials or information as Protect+ may reasonably request to provide the Service and ensure that such materials or information are complete and accurate in all material respects.
   2. If a Customer does not respond to a claim within 30 days, it will be automatically denied and cannot be reopened.
5. Fees, Payments and Taxes
   1. Merchants shall pay Protect+ the fees pursuant to the fee schedule and make such payment in accordance with the instructions and schedule provided for by Protect+.
   2. Protect+ reserves the right to increase its fees after the Initial Term or any Renewal term for any following Renewal Term on 30 days' prior notice to Merchant. If Merchant objects to the fee increase, Merchant may terminate the Service by written notice after the Initial Term or applicable Renewal Term. If Merchant does not exercise its right of termination during such period, Merchant will be deemed to have accepted the increased fees.
   3. All amounts due under this Agreement are exclusive of all sales, use, excise, service, value-added or other taxes, duties and charges of any kind (whether foreign, federal, state, local or other) associated with this Agreement, the Service or Merchant's access to the Service. Merchant shall be solely responsible for all such taxes, duties and charges (except for taxes imposed on Protect+'s income).
   4. Merchant shall reimburse Protect+ for all costs and expenses, including attorneys' fees, incurred in collecting any unpaid amounts owed

Indemnification

Merchant agrees to indemnify, defend and hold harmless Protect+, its affiliates, and their respective officers, directors, employees, agents, licensors, and suppliers from and against all claims, losses, liabilities, expenses, damages, and costs, including without limitation reasonable attorneys' fees, arising out of or relating in any way to (a) Merchant's breach of this Agreement, (b) the use of the Protect+ Service by Merchant or any person acting on Merchant's behalf, (c) any violation of applicable laws, rules, or regulations by Merchant, or (d) any infringement, misappropriation or violation of any intellectual property or other rights of any third party by Merchant.

Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by a Force Majeure Event. A "Force Majeure Event" means any event beyond the reasonable control of a party, including but not limited to acts of God, war, terrorism, civil unrest, strikes or other labour disputes, or an internet, telecommunication or electrical outage not caused by the obligated party.

Governing Law; Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the United Kingdom, without regard to its conflict of laws principles. The parties agree that any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of the United Kingdom.

Miscellaneous

This Agreement, together with any other agreements or documents incorporated by reference, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous agreements, understandings, or representations, whether oral or written, concerning the subject matter of this Agreement. No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect

Notices

All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the receiving party from time to time in accordance with this section). All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees prepaid), or email (with confirmation of receipt), and shall be deemed to have been given and received when delivered.

Assignment

Merchant may not assign any of its rights or delegate any of its obligations hereunder without the prior written consent of Protect+. Any purported assignment or delegation in violation of this section shall be null and void. No assignment or delegation shall relieve the assigning or delegating party of any of its obligations hereunder.

Waiver

No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The waiver by either party of any breach of any provision of this Agreement shall not be deemed to be a waiver of any subsequent breach of the same or any other provision.

Severability

If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its intent, and the remaining provisions of this Agreement shall remain in full force and effect.

Independent Contractors

The parties to this Agreement are independent contractors. Neither party is an agent, representative, or partner of the other party. Neither party shall have any right, power, or authority to enter into any agreement for, or on behalf of, or to assume or incur any obligations or liabilities, express or implied, on behalf of or in the name of the other party, or to bind the other party in any respect whatsoever.

Headings

The headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including PDF or any electronic signature complying with applicable laws) or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

Entire Agreement

This Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.