Master terms and conditions

Greatbatch Limited trading as Letterbox Distribution
(Company number: 3046611)
(“the Company”, “Letterbox”, “we”, “us”)

1. Definitions and interpretation

In these Terms:

• Client means the person or organisation purchasing Services from the Company.
• Services means any services provided by the Company including, without limitation, print, fulfilment, door-to-door distribution, postal services, tracked delivery services (+POST), mapping, data processing, and digital or platform-based services (including Engage and BEACCON).
• Order means any instruction, quotation acceptance or request for Services.
• Agreement means these Master Terms together with any applicable Schedule, quotation, Order confirmation or written agreement expressly incorporated.
• Working Day means Monday to Friday excluding public holidays in England and Wales.

Headings are for convenience only and do not affect interpretation.

2. Application and priority of terms

2.1 These Master Terms apply to all Services supplied by the Company unless expressly agreed otherwise in writing and signed by a Director.

2.2 These Master Terms supersede and take precedence over all prior or contemporaneous agreements, understandings or representations, whether written or oral.

2.3 Any terms or conditions issued by the Client, including purchase orders or supplier portals, shall not apply.

3. Formation of contract

3.1 A contract is formed when the Company:

• confirms acceptance of an Order in writing; or
• commences performance of the Services.

3.2 Quotations are valid for 30 days unless stated otherwise and do not constitute an offer.

4. Scope of services

4.1 The Company provides communication and distribution services including:

• Door-to-door leaflet and letter distribution
• Print and fulfilment
• Address data processing and mapping
• Tracked postal services (+POST)
• Digital and platform-based services (Engage, BEACCON)

4.2 Services may be delivered directly by the Company or via approved subcontractors.

5. Client obligations and warranties

5.1 The Client warrants that:

• all materials, data and content supplied are accurate, lawful and compliant;
• it holds all necessary rights, licences and consents;
• materials do not infringe third-party rights or regulations.

5.2 The Client is responsible for:

• accuracy of address data;
• compliance with printing and postal specifications;
• timely approval of proofs where applicable.

5.3 The Company shall not be liable for errors or delays arising from Client-supplied information.

6. Delivery, distribution and service levels

6.1 Delivery dates and distribution windows are estimates only unless expressly guaranteed in writing.

6.2 The Company does not guarantee delivery to every individual address and operates to commercially reasonable delivery tolerances.

6.3 Services may be delivered in instalments.

6.4 The Company is not liable for delays caused by:

• weather conditions;
• access restrictions;
• traffic or public interference;
• third-party service providers;
• force majeure events.

7. Postal and third-party services

7.1 Where Services involve Royal Mail or other third-party postal operators, the Royal Mail and Third-Party Postal Service Schedule shall apply.

7.2 The Company acts as an intermediary unless expressly agreed otherwise.

7.3 Postal services are subject to the relevant operator’s terms, conditions and limitations.

8. Digital platforms, mapping and data services

8.1 Where Services include use of Engage, BEACCON or other digital platforms, use is subject to the applicable Platform Terms Schedule.

8.2 Mapping, address and geographic data are provided for guidance purposes only and may contain inaccuracies.

8.3 The Client remains responsible for decisions made using platform outputs.

9. Address data

9.1 Data Sources
The Company may use address and property datasets obtained from third-party providers including, but not limited to, Royal Mail Postcode Address File (PAF), Ordnance Survey datasets, UPRN datasets and other commercial address databases.

9.2 Property Records
Address datasets may contain a combination of delivery point addresses, sub-premise addresses, parent building records and other property identifiers. Certain records may represent buildings containing multiple occupancies (for example flats, apartments or commercial units).

9.3 Address Counts
Any address counts or property totals provided by the Company are generated using the datasets available at the time of analysis and may include both delivery point addresses and other property records. Address counts may therefore differ from counts generated using alternative datasets or methodologies.

9.4 Data Accuracy
Address and property datasets are updated periodically by third-party providers. While the Company uses reasonable endeavours to maintain accurate data, the Company cannot guarantee that all property changes, developments or occupancy updates will be reflected immediately.

9.5 Third-Party Data
The Company shall not be liable for any inaccuracies, omissions or inconsistencies contained within third-party datasets used in the provision of Services.

9.6 Client Acknowledgement
The Client acknowledges that address totals may vary depending on the dataset, methodology or update cycle used and agrees that such variations shall not constitute an error in the Services provided by the Company.

9.7 Delivery Coverage
Where Services involve delivery or distribution to addresses within a defined geographic area, the Company will use reasonable endeavours to identify and deliver to relevant properties using the datasets available at the time. The Company does not guarantee that all possible occupancies or properties will be present within any dataset.

9.8 Client Responsibility for Coverage
Where Services relate to statutory consultations, planning notifications or similar communications, the Client remains responsible for determining whether the delivery area and address coverage are suitable for their regulatory or legal obligations.

10. Cancellation and amendments

10.1 Cancellations must be made in writing.

10.2 Unless otherwise agreed:

• cancellation within 7 days of scheduled delivery may incur a 50% charge;
• cancellation within 72 hours may incur a 100% charge.

10.3 Amendments requested after work has commenced may incur additional charges.

11. Pricing and payment

11.1 Prices are exclusive of VAT unless stated otherwise.

11.2 Payment terms are pre-payment, unless credit terms are agreed in writing.

11.3 The Company may suspend Services for overdue accounts.

11.4 Interest may be charged in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

12. Intellectual property

12.1 All intellectual property created by the Company remains the property of the Company unless agreed otherwise in writing.

12.2 The Client warrants it has the right to use all materials supplied.

13. Confidentiality

13.1 Each party shall keep confidential all commercially sensitive information.

13.2 This obligation survives termination of the Agreement.

14. Data protection

14.1 Both parties shall comply with applicable data protection legislation.

14.2 The Company shall process personal data in accordance with its Privacy Policy and Data Protection Policy.

15. Limitation of liability

15.1 Nothing limits liability for death or personal injury caused by negligence.

15.2 Subject to clause 14.1, the Company’s total liability shall not exceed the value of the Services supplied.

15.3 The Company shall not be liable for:

• indirect or consequential loss;
• loss of profit, business or goodwill;
• errors arising from Client-supplied data;
• failure of third-party services.

16. Claims

16.1 Any claim must be notified in writing within 7 days of the event giving rise to the claim.

16.2 Failure to notify within this period may invalidate the claim.

17. Subcontracting

17.1 The Company may subcontract all or part of the Services.

17.2 The Company remains responsible for subcontracted Services unless stated otherwise in a Schedule.

18. Force majeure

The Company shall not be liable for failure to perform due to events beyond its reasonable control.

19. Entire agreement, priority and authority

19.1 These Master Terms and any applicable Schedules constitute the entire agreement between the parties.

19.2 These Master Terms supersede all other documents, communications and understandings.

19.3 No statement, assurance or agreement made by any employee, agent or contractor shall be binding unless confirmed in writing and signed by a Director.

19.4 No agreement with any employee, former employee or third party shall override these Terms unless approved in writing by a Director.

19.5 Any variation must be in writing and signed by a Director of the Company.

20. Governing law and jurisdiction

This Agreement shall be governed by the laws of England and Wales and subject to the exclusive jurisdiction of the English courts.

21. Approval and review

These Master Terms are approved by the Directors of Greatbatch Limited trading as Letterbox Distribution and are reviewed periodically.