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COURI TERMS OF SERVICE

These Terms of Service ("Terms") govern access to and use of the Services provided by Couri Technologies Ltd, a company registered in England and Wales, and the entity identified on the applicable Order Form ("Customer"). Couri operates a delivery technology platform, utilising a network of independent couriers and purpose-built infrastructure to manage the booking, dispatch, and fulfilment of deliveries. By executing an Order Form, Customer agrees to be bound by these Terms.

01

Definitions

Capitalised terms shall have the meanings set forth below unless defined elsewhere in the Terms.

Authorised Users

Employees or agents authorised by Customer to access the Services under a valid Order Form.

Customer Data

All data, information, and content submitted by Customer to the Services, including customer information, order data, and transaction records.

Confidential Information

Any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

Delivery Provider

Any Couri-Contracted Delivery Fleet or Third-Party Network offering delivery or logistics services through the Services.

Documentation

Any manuals, instructions, or other documents or materials that Couri provides or makes available to Customer in any form or medium and which describe the functionality, components, features, or requirements of the Services.

Effective Date

The date set forth in the applicable Order Form.

End Customer

The individual or entity placing an order with Customer through the Services.

Couri Disabling Device

Any software, hardware, or other technology, device, or means used by Couri or its designee to disable Customer's or any Authorised User's access to or use of the Services automatically with the passage of time or under the positive control of Couri or its designee.

Couri Materials

The Services, Documentation, and Couri Systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions that are provided or used by Couri or any Subcontractor in connection with the Services. For the avoidance of doubt, Couri Materials include Operational Data but do not include Customer Data.

Couri Systems

The information technology infrastructure used by or on behalf of Couri in performing the Services, including all computers, software, hardware, databases, electronic systems, and networks.

Couri-Contracted Delivery Fleet

A delivery fleet accessed through Couri's platform, fulfilled by independent contractor drivers.

Harmful Code

Any software, hardware, or other technology, device, or means whose purpose or effect is to permit unauthorised access to, or to destroy, disrupt, disable, distort, or otherwise harm any computer, software, system, or network; or to prevent Customer or any Authorised User from accessing or using the Services as intended.

Intellectual Property Rights

Any and all intellectual property and proprietary rights, including patent, copyright, trademark, service mark, trade secret, moral and contract rights in any jurisdiction.

Order

A delivery task submitted by Customer through the Services for fulfilment by a Delivery Provider.

Order Form

The document executed by the parties that identifies the Services, pricing, Subscription Period, enabled Delivery Providers, and any product-specific terms.

Operational Data

Data automatically generated or collected by the Services in connection with Customer's use, including route and GPS data, device identifiers, diagnostic logs, performance metrics, aggregated analytics, and platform usage statistics. Operational Data does not include personally identifiable information of End Customers.

Personal Data

Has the meaning given to it under UK GDPR and the Data Protection Act 2018.

Services

Couri's SaaS platform for Order management and delivery orchestration, the Couri-Contracted Delivery Fleet services and integrations with Third-Party Networks, as further described in the applicable Order Form.

Subscription Period

The period of time specified in the applicable Order Form during which Customer is authorised to access the Services, including any renewal periods.

Third-Party Network

An independent on-demand gig delivery network accessible through the Services, including Uber Direct, and any other network identified in the applicable Order Form.

UK GDPR

The UK General Data Protection Regulation, as retained in UK domestic law by the European Union (Withdrawal) Act 2018 and amended by the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019.

02

Platform Services

2.1 Access

Subject to and conditioned on Customer's and its Authorised Users' compliance with the Terms, including the restrictions in Section 2.2, and Customer's timely payment of all applicable fees, Couri hereby authorises Customer to access and use the Services on a limited, non-exclusive, non-sublicensable, non-transferable basis during the Subscription Period solely for Customer's internal business purposes as permitted by the applicable Order Form. All rights not expressly granted are reserved by Couri.

2.2 Access Restrictions and Acceptable Use

Customer shall not, and shall not permit any person or entity to:

  1. (a)copy, modify, reverse engineer, disassemble, decompile, or create any derivative work or improvements of the Services;
  2. (b)interfere with or disrupt the Services or their underlying infrastructure;
  3. (c)sublicense, transfer, resell, or otherwise make the Services available to third parties except as expressly permitted herein;
  4. (d)use the Services for service bureau, time-sharing, or outsourcing purposes;
  5. (e)attempt to discover or access any source code;
  6. (f)scrape, harvest, or extract platform data without Couri's prior written permission;
  7. (g)use the Services to compete with Couri or to build a competing product or service;
  8. (h)use the Services or any Operational Data to publish benchmarks, performance comparisons, or competitive analyses without Couri's prior written consent;
  9. (i)violate any applicable laws or regulations, including UK GDPR and the Data Protection Act 2018;
  10. (j)transmit fraudulent, deceptive, or misleading orders or data;
  11. (k)distribute malware, viruses, or other harmful code;
  12. (l)bypass or breach any security device or protection used by the Services;
  13. (m)remove, delete, alter, or obscure any trademarks or proprietary rights notices from the Services;
  14. (n)circumvent or attempt to circumvent any security controls; or
  15. (o)damage, destroy, disrupt, disable, impair, interfere with, or otherwise harm in any manner the Services or Couri Systems.

Customer shall ensure that all Authorised Users comply with this Section 2.2.

2.3 Nature of Services

Couri provides a technology platform together with delivery orchestration services through Couri-Contracted Delivery Fleets and Third-Party Networks. Couri does not operate restaurants or food service businesses; does not prepare, package, or sell food; does not act as the merchant of record for Customer transactions; and is not a transportation carrier, staffing agency, or employer of any driver. Orders placed through the Services constitute transactions between Customer and the End Customer. Drivers fulfilling Orders are independent contractors. Couri may engage third parties (each, a "Subcontractor") to perform any portion of the Services and shall remain responsible for the performance of the Services in accordance with these Terms.

2.4 Service Modifications

Couri reserves the right, in its sole discretion, to modify or improve the Services at any time, including to maintain or enhance quality or performance, or to comply with applicable law. Couri will use commercially reasonable efforts to not make modifications that materially reduce core functionality during an active Subscription Period without at least 30 days' prior written notice to Customer.

2.5 Trial, Pilot and Beta Access

Couri may provide Customer with access to Services on a trial or pilot basis, or to alpha, beta, or other early-stage features (collectively, "Pre-Production Access"). During any Pre-Production Access period:

  1. (a)the applicable Services are provided "AS IS" without warranty;
  2. (b)Couri may terminate or modify Pre-Production Access at any time without notice;
  3. (c)Customer Data associated with Pre-Production Access may be deleted upon termination unless Customer has converted to a paid subscription; and
  4. (d)Customer has no entitlement to support, uptime commitments, or service credits.

2.6 API Access

Couri provides access to its application programming interface ("API") as part of the Services. Customer may not use the API in a manner that exceeds reasonable request volume or fails to comply with the API documentation. Couri may modify or remove existing API endpoints upon reasonable prior notice to Customer.

2.7 Support and Uptime

Couri shall provide technical support via email and phone between 9:00 AM and 5:00 PM GMT, Monday through Friday, excluding UK bank holidays. Couri shall use commercially reasonable efforts to maintain Service availability of 99.5% measured monthly, excluding unavailability due to Customer acts or omissions, force majeure, scheduled maintenance, or third-party infrastructure failures.

Customer's sole remedy for availability failures is a service credit equal to one day's subscription fee per hour of excess downtime, applied to the following billing cycle, not to exceed 25% of monthly subscription fees.
03

Customer Responsibilities

Customer is solely responsible for:

  1. (a)the accuracy of all data, orders, menus, addresses, and content submitted to the Services;
  2. (b)its and its Authorised Users' compliance with all applicable laws and regulations, including those governing food safety, licensing, employment, and data protection;
  3. (c)order preparation, packaging, and labelling;
  4. (d)ensuring that all food and beverage items submitted for delivery are fit for consumption;
  5. (e)all interactions with End Customers, including customer service and dispute resolution;
  6. (f)maintaining the confidentiality of account credentials; and
  7. (g)providing Couri with access to Customer's systems and data reasonably necessary for setup and integration.
Customer represents and warrants that where Customer submits Orders for delivery of alcohol, age-restricted products, pharmaceuticals, cannabis, or other goods subject to regulatory restrictions on sale or delivery (collectively, "Regulated Goods"), Customer holds all required permits, licences, and authorisations in each applicable jurisdiction. Prior to enabling delivery of cannabis through the Services, Customer shall notify Couri in writing and obtain Couri's prior written approval.
04

Delivery Services

4.1 Service Categories

The Services support two categories of Delivery Providers:

Couri-Contracted Delivery Fleets. These utilise independent contractor drivers and are subject to the pricing and operational terms set forth in the applicable Order Form.

Third-Party Networks. These operate independently of Couri and are subject to their own terms, conditions, and pricing.

4.2 Fleet Insurance and Driver Compliance

With respect to Couri-Contracted Delivery Fleets, Couri requires its affiliated workforce platform to maintain driver insurance, background screening, and compliance for delivery and logistics services, including Commercial General Liability, Automobile Liability, and Cargo coverage, subject to the terms and limits of applicable policies.

4.3 Third-Party Network Disclaimer

Couri facilitates integrations with Third-Party Networks but does not control such networks. Couri does not guarantee driver availability, delivery timing, delivery completion, or the performance of any Third-Party Network. Customer's use of any Third-Party Network is subject to such network's own terms, conditions, and pricing.

4.4 Claims Process

Customer must submit all delivery claims, disputes, and requests for credits or refunds within 7 calendar days of the date of the Order to which the claim relates. Claims submitted after this window are deemed waived. Customer must provide:

  1. (a)the Order number and date;
  2. (b)a description of the issue; and
  3. (c)any supporting documentation reasonably available.

4.5 Inclement Weather

Couri reserves the right to suspend, delay, reroute, or modify delivery Services in any market where inclement weather or hazardous road conditions exist, as determined in Couri's reasonable discretion or as directed by applicable government authority. Deliveries delayed or not completed due to such conditions are not subject to fee credits or adjustments.

05

Fees & Payment Terms

5.1 Fees

Customer shall pay Couri the fees set forth in the applicable Order Form. All fees are stated in pounds sterling (GBP) unless otherwise specified in the Order Form, and are non-cancelable and non-refundable except as expressly provided in these Terms. Couri has no liability for Third-Party Network pricing or billing.

5.2 Payment Terms

Unless otherwise specified in the Order Form, all fees are due and payable upon receipt of invoice. Overage fees will be billed monthly in arrears. Customer agrees to maintain valid payment details on file with Couri.

5.3 Late Payment and Suspension

Any amounts not paid when due shall accrue interest at the rate of 8% per annum above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, from the due date until the date of payment. If Customer fails to pay any amount due within 30 days after the applicable due date, Couri may, upon written notice, suspend Customer's access to the Services until all past-due amounts are paid in full.

5.4 Taxes

All fees are exclusive of VAT, which shall be payable by Customer in addition to fees at the rate prevailing at the relevant tax point. Customer shall be responsible for all other applicable taxes, levies, or duties, excluding taxes based on Couri's net income.

5.5 Fee Adjustments

Couri may adjust platform subscription rates upon 60 days' prior written notice to Customer. Revised rates become effective at the start of the next billing cycle following the notice period.

5.6 Platform Tiers

The Services are offered in subscription tiers as specified in the applicable Order Form. If Customer exceeds the included monthly task volume for its Platform Tier, Couri will charge the applicable per-task overage rate set forth in the Order Form, billed monthly in arrears.

06

Data Ownership

6.1 Customer Data

Customer retains all right, title, and interest in and to Customer Data. Couri acquires no ownership interest in Customer Data.

6.2 Operational Data

Couri owns all right, title and interest in and to Operational Data. Couri may use Operational Data for any lawful business purpose, including analytics, benchmarking, and platform improvement, provided such use does not identify Customer or any individual End Customer.

07

Data Processing & Privacy

7.1 Roles and Compliance

Both parties acknowledge that in performing their respective obligations under these Terms, they may process Personal Data subject to UK GDPR and the Data Protection Act 2018. Each party shall comply with all applicable data protection laws in the performance of its obligations under these Terms.

Where Couri processes Personal Data on behalf of Customer in connection with the Services, Couri acts as a data processor and Customer acts as the data controller. This Section 7, together with the remainder of these Terms, constitutes the entirety of the data processing arrangement between the parties and no separate data processing agreement is required.

7.2 Processing Details

The subject matter of the processing is the provision of the Services as described in these Terms and the applicable Order Form. The duration of the processing is the Subscription Period and any post-termination retention period described in Section 7.5. The nature and purpose of the processing is delivery order management, route optimisation, driver dispatch, and related logistics coordination. The types of Personal Data processed may include names, contact details, delivery addresses, and order history of End Customers and Authorised Users. The categories of data subjects are End Customers placing orders through the Services and Authorised Users accessing the platform on behalf of Customer.

7.3 Processor Obligations

Couri shall, in its capacity as data processor:

  1. (a)process Personal Data only on Customer's documented instructions as set out in these Terms and any applicable Order Form, and not for any other purpose, except where required to do so by applicable UK law, in which case Couri shall inform Customer of that legal requirement before processing unless prohibited by law;
  2. (b)ensure that all personnel authorised to process Personal Data are subject to appropriate confidentiality obligations;
  3. (c)implement and maintain appropriate technical and organisational measures to protect Personal Data against unauthorised or unlawful processing, accidental loss, destruction, or damage, consistent with industry-standard practices for cloud-based SaaS services and as required by UK GDPR;
  4. (d)not engage any sub-processor to process Personal Data without Customer's prior written authorisation; where such authorisation is given, Couri shall impose data protection obligations on any sub-processor equivalent to those set out in this Section 7, and shall remain liable to Customer for the acts and omissions of any sub-processor;
  5. (e)assist Customer, by appropriate technical and organisational measures and to the extent possible, in responding to requests from data subjects exercising their rights under UK GDPR, including rights of access, rectification, erasure, restriction, portability, and objection;
  6. (f)assist Customer in ensuring compliance with its obligations under UK GDPR with respect to security, breach notification, data protection impact assessments, and prior consultation with the ICO;
  7. (g)make available to Customer all information reasonably necessary to demonstrate compliance with the obligations set out in this Section 7, and allow for and contribute to audits and inspections conducted by Customer or a mandated auditor, upon reasonable prior written notice and subject to appropriate confidentiality obligations; and
  8. (h)upon termination or expiry of the applicable Order Form, delete or return all Personal Data to Customer as directed, and delete existing copies unless retention is required by applicable UK law.

7.4 Authorised Sub-Processors

Customer hereby provides general written authorisation for Couri to engage sub-processors in connection with the provision of the Services. Current sub-processors include Fulflld Delivery Tech LLC (United States, platform infrastructure), Twilio Inc. (United States, communications), Google LLC (United States, mapping services), Amazon Web Services, Inc (servers), and any Third-Party Network enabled under the applicable Order Form. Couri shall notify Customer of any intended changes to sub-processors by updating this Section or by written notice, giving Customer reasonable opportunity to object before the change takes effect.

7.5 International Data Transfers

Where Couri transfers Personal Data outside the United Kingdom in connection with the Services, including to Fulflld Delivery Tech LLC in the United States or to any Third-Party Network, such transfers shall be made in accordance with applicable UK data transfer mechanisms. Transfers to Fulflld Delivery Tech LLC are made pursuant to the International Data Transfer Agreement ("IDTA") as approved by the ICO, or such other transfer mechanism as may be required under applicable UK law from time to time. Couri shall maintain appropriate safeguards for all international transfers as required by UK GDPR.

7.6 Data Retention

Couri shall retain Customer Data and Personal Data for 60 days after termination of the applicable Order Form, during which Customer may request export of its data. Upon expiry of this period, Couri shall delete or anonymise all Personal Data unless retention is required by applicable UK law.

7.7 Security and Breach Notification

In the event of a Personal Data breach, Couri shall notify Customer without undue delay, and in any event no later than 72 hours after becoming aware of the breach, to enable Customer to meet its own notification obligations to the ICO and affected data subjects as required by UK GDPR. Such notification shall include, to the extent available:

  • a description of the nature of the breach;
  • the categories and approximate number of data subjects and Personal Data records affected;
  • the likely consequences of the breach; and
  • the measures taken or proposed to address the breach.

7.8 Customer Responsibilities

Couri processes Customer Data only as necessary to provide the Services and will not sell, rent, or otherwise transfer Personal Data to third parties except as necessary for Order fulfilment or as set out in Section 7.4. Customer is solely responsible for ensuring that its submission of Personal Data to the Services complies with applicable law, including UK GDPR, the Privacy and Electronic Communications Regulations (PECR), and any other applicable data protection legislation, and for obtaining all required consents and providing all required notices to End Customers prior to submitting their Personal Data to the Services.

08

Third-Party Services & Integrations

The Services may integrate with third-party services including payment processors, Third-Party Networks, point-of-sale systems, and other software platforms. Couri does not control and is not responsible for the availability or performance of such third-party services, API changes or deprecations, or failures or omissions of such services.

Customer's use of third-party services is subject to such providers' own terms and conditions.

09

Confidentiality

Each party agrees to:

  1. (a)protect the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care;
  2. (b)use the other party's Confidential Information solely for the purposes of performing its obligations or exercising its rights under these Terms; and
  3. (c)limit disclosure to those employees, contractors, and professional advisors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein.

Confidentiality obligations do not apply to information that is or becomes publicly available through no fault of the receiving party, was rightfully in the receiving party's possession prior to disclosure, is independently developed by the receiving party, or is received from a third party without confidentiality restriction.

Confidentiality obligations shall survive for 5 years after termination or expiration of the applicable Order Form.

10

Intellectual Property Ownership

Couri and its licensors retain all right, title, and interest in and to the Services, updates, documentation, and all Intellectual Property Rights related thereto. Nothing in these Terms transfers any ownership interest in the Services to Customer.

If Customer provides Couri with any suggestions, ideas, or other feedback regarding the Services ("Feedback"), Customer assigns to Couri all right, title, and interest in and to such Feedback.

11

Warranties & Disclaimer

Each party represents and warrants that: (a) it has the full right, power, and authority to enter into the applicable Order Form; (b) execution of the applicable Order Form does not conflict with any other agreement to which it is a party; and (c) it will comply with all applicable laws and regulations.

Couri warrants that the Services will perform materially in accordance with the Order Form. This warranty applies to the software functionality of the Services only and does not extend to delivery outcomes, driver performance, or the acts or omissions of any Delivery Provider. In the event the Services do not perform as warranted, Customer's sole remedy shall be for Couri to use commercially reasonable efforts to correct the non-conformance within 30 days of receiving written notice.

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. COURI DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COURI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
12

Limitation of Liability

EXCEPT FOR OBLIGATIONS UNDER SECTIONS 7, 9 AND 13, OR A PARTY'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF DATA, REVENUE, PROFITS, OR OTHER ECONOMIC ADVANTAGE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR ANY ORDER FORM SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO COURI DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

COURI'S TOTAL CUMULATIVE LIABILITY FOR CLAIMS ARISING FROM BREACH OF SECTIONS 7, 9, OR 13 SHALL NOT EXCEED TWO (2) TIMES THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO COURI DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Nothing in these Terms shall limit or exclude either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any other liability that cannot be excluded or limited by applicable law.
13

Indemnification

Couri shall defend, indemnify, and hold harmless Customer and its officers, directors, employees, and agents from and against any third-party claims, losses, liabilities, and expenses (including reasonable legal fees) arising from: (a) Couri's material breach of these Terms; (b) infringement of any third-party Intellectual Property Rights by the Services; (c) a security breach caused by Couri's failure to maintain the safeguards described in Section 7.5; or (d) bodily injury or property damage caused by Couri's negligence or wilful misconduct.

Customer shall defend, indemnify, and hold harmless Couri and its officers, directors, employees, and agents from and against any third-party claims, losses, liabilities, and expenses (including reasonable legal fees) arising from: (a) Customer's breach of these Terms; (b) Customer's use of the Services in violation of applicable law; (c) Customer's interactions with End Customers; (d) Customer Data; or (e) Customer's business operations.

The indemnified party shall promptly notify the indemnifying party in writing of any claim, grant reasonable control of the defence and settlement, and provide reasonable cooperation.

14

Term & Termination

14.1 Term

These Terms, as applied to each Order Form, commence on the Effective Date and continue for the Subscription Period stated therein. Unless otherwise specified in the Order Form, the Order Form shall automatically renew for successive one-year terms unless either party provides 60 days' written notice of non-renewal prior to the end of the then-current Subscription Period.

14.2 Termination for Breach

Either party may terminate the applicable Order Form upon 30 days' written notice in the event of a material breach, if such breach is not cured within the notice period. Couri may terminate any Order Form immediately upon written notice for fraudulent, abusive, or illegal activity; material breach of the licence restrictions in Section 2.2; or material breach of confidentiality obligations in Section 9.

14.3 Effect of Termination

Upon termination or expiration:

  1. (a)all rights and licences granted to Customer shall immediately terminate;
  2. (b)Customer shall cease all use of the Services;
  3. (c)each party shall return or destroy the other party's Confidential Information upon request;
  4. (d)if Couri terminates due to Customer's breach, all fees that would have become payable had the Order Form remained in effect shall become immediately due and payable; and
  5. (e)Couri shall retain Customer Data for 60 days after termination, during which Customer may request export of its Customer Data.

14.4 Refunds Upon Termination

In the event of termination by Customer due to Couri's uncured material breach, Couri shall refund the pro rata portion of any prepaid fees for services not yet rendered. No refunds shall be made for Customer's termination for convenience or Couri's termination for Customer's breach.

14.5 Survival

The following provisions shall survive termination or expiration of any Order Form: Sections 1, 6, 7, 9, 10, 11, 12, 13, 14.3, and 15.

15

General Provisions

15.1 Governing Law and Jurisdiction

These Terms and each Order Form shall be governed by and construed in accordance with the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales for resolution of any dispute arising out of or relating to these Terms or any Order Form.

15.2 Dispute Resolution

Before initiating any formal legal proceeding, the parties agree to negotiate in good faith to resolve any dispute for a period of at least 30 days following written notice of the dispute. Either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction without first engaging in this process where necessary to prevent irreparable harm.

15.3 Assignment

Neither party may assign its rights or delegate its duties under these Terms or any Order Form without the other party's prior written consent; provided, however, that Couri may assign these Terms or any Order Form without consent in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section is void.

15.4 Force Majeure

Neither party shall be in breach of these Terms for any delay or failure in performance caused by events beyond such party's reasonable control, including acts of God, natural disasters, pandemic or epidemic, government-mandated shutdown, war, terrorism, labour disputes, cyberattacks, or interruption of utility services. Payment obligations are not excused by force majeure.

15.5 Non-Solicitation

During the Subscription Period and for 2 years after termination or expiration, Customer shall not directly or indirectly solicit, recruit, or hire any employee, contractor, or consultant of Couri or any Delivery Provider who was involved in the performance of services under any Order Form, without Couri's prior written consent.

15.6 Marketing and Publicity

Couri may use Customer's name and logo in general customer lists and marketing materials, provided such use is reasonable and not misleading. Features with commentary, results, or endorsements require prior coordination. Neither party may issue any press release or public announcement specifically referencing the other party without the other party's prior written consent.

15.7 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a joint venture, partnership, agency, franchise, or employment relationship. Neither party has authority to bind the other or incur obligations on the other's behalf.

15.8 Notices

All notices under the Terms or any Order Form must be delivered in writing by courier, electronic mail with confirmation of receipt, or recorded post to the addresses set forth in the applicable Order Form.

15.9 Complaints and Regulatory

Customers who have concerns regarding Couri's data protection practices may lodge a complaint with the Information Commissioner's Office (ICO), the UK's data protection supervisory authority, at www.ico.org.uk. Couri's Data Protection Officer can be contacted at the address set forth in the applicable Order Form.

15.10 Entire Agreement; Amendment; Severability; Counterparts

These Terms, together with any Order Forms and any applicable Data Processing Agreement, constitute the entire agreement between the parties and supersede all prior and contemporaneous agreements. Individual Order Forms may be amended only in writing signed by authorised representatives of both parties. If any provision is held invalid, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.