1. Agreed terms

1. About us
   1. Company details

1. PD Group Management Limited (No. 02285556) (PD Ports) is a company registered in England and Wales and whose registered office is 17-27 Queens Square, Middlesbrough, TS2 1AH;   and whose VAT number is 244049769 PD Ports operates the website vbs.pdports.co.uk (Website).
2. Customer means the natural person, corporate or unincorporated body (whether or not having separate legal personality) that places an order on the Website for one or more vehicle booking slots (each a Vehicle Booking Slot) at Teesport  (Port).

2. Contacting us

3. To contact PD Ports, telephone the customer service team at +44 [0] 7787 521369  or email Unitised.CustomerService@pdports.co.uk..  How to give formal notice of any matter under the Contract is set out in Clause  17.1

2. Interpretation
   1. Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.
   2. A reference to legislation or a legislative provision:
      1. is a reference to it as amended, extended or re-enacted from time to time; and
      2. includes all subordinate legislation made from time to time under that legislation or legislative provision.
   3. A reference to writing or written includes email but excludes fax.
   4. Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
   5. Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
3. contract for the supply of vehicle booking slots 
   1. Vehicle Booking Slots 
      1. Each Vehicle Booking Slot permits one entry to the Port by the Customer's nominated vehicle (Vehicle) during the time window of the Vehicle Booking Slot. 
      2. The Vehicle's registration number will be read on by the Port's automatic number plate recognition system on entry to the Port.  
      3. Entry to the Port will only be permitted to the Vehicle during the time window of the Vehicle Booking Slot. 
      4. If the Customer's Vehicle: 
         1. misses its Vehicle Booking Slot; or  
         2. requires re-entry to the Port during its Vehicle Booking Slot, 

the Customer will be required to book an alternative Vehicle Booking Slot for the Vehicle to gain entry to the Port.    

2. The contract

4. These terms and conditions (Terms) apply to the order by the Customer and supply of one or more Vehicle Booking Slots by PD Ports to the Customer (Contract).  They apply to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

3. Entire agreement

5. The Contract is the entire agreement between PD Ports and the Customer in relation to its subject matter.  The Customer acknowledges that it has not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

4. The Customer's copy of the Terms

6. These Terms may be updated from time to time. The Terms that apply to an order will be the Terms in place at the time the order is accepted by PD Ports. The Customer should print off a copy of these Terms or save them for future reference.

4. account registration, Placing an order and its acceptance
   1. Customer Account 
      1. The Customer must register for an online account (Account) before it can place an order. 
      2. The Customer may top up its Account by credit or debit card. Credit balances in the Customer's Account are non-refundable and must be used for the purchase of Vehicle Booking Slots. 
      3. Before placing an order, the Customer must ensure that it has sufficient funds in its Account. 
      4. The Customer is responsible for keeping its account details and passwords safe. The Customer is responsible for any activity that occurs through its Account, including any unauthorised use of that Account. 
   2. Placing an order

7. The Customer must follow the onscreen prompts to place its order.  The Customer may only submit an order using the method set out on the Website.  Each order is an offer by the Customer to purchase one or more Vehicle Booking Slots specified in the order subject to these Terms.

The Website will display the time window for each available Vehicle Booking Slot. The Customer must provide the vehicle registration number for the Vehicle for each Vehicle Booking Slot.

3. Correcting input errors

8. The order process allows the Customer to check and amend any errors before submitting its order to PD Ports.  The Customer must check the order carefully before confirming it.  The Customer is responsible for ensuring that its order is complete and accurate.

4. Acknowledging receipt of an order

9. After the Customer places its order, it will be able to view the order on the Customer’s bookings page on the Website, but this does not mean that the order has been accepted.  PD Port's acceptance of the Customer's order will take place as described in Clause 4.5.

5. Accepting an order

10. PD Port's acceptance of the Customer's order takes place when the Customer creates an Order at which point and on which date (Commencement Date) the Contract between PD Ports and the Customer will come into existence.  The Contract will relate only to the Vehicle Booking Slots confirmed in the Order Confirmation.

6. If PD Ports cannot accept an order

11. If PD Ports is unable to supply the Customer with one or more Vehicle Booking Slots for any reason, PD Ports will not process the order.  If the Customer has already paid for the order, PD Ports will credit the Customer Account the full amount of the failed order.

5. Cancelling or amending  anorder 

The Customer may cancel one or more Vehicle Booking Slots and receive a refund, provided that a Vehicle Booking Slot may only be cancelled in accordance with this Clause 5. 

1. To cancel a Vehicle Booking Slot, the Customer must: 
   1. notify PD Ports by cancelling the booking on the Website not less than 1 hour before the start of the relevant Vehicle Booking Slot; and  
2. If the Customer cancels a Vehicle Booking Slot in accordance with clause 5.1.1, PD Ports will refund the Customer in full for the price the Customer paid for the relevant Vehicle Booking Slot, by issuing a credit in full for the price of the Vehicle Booking Slot to the Customer's Account.  
3. The Customer may amend a Vehicle Booking Slot by notifying PD Ports by amending the booking on the Website not less than 1 hour before the start of the relevant Vehicle Booking Slot. 

6. supply of vehicle booking slots

12. PD Ports will use reasonable endeavours to ensure that each of the Customer's Vehicles is permitted to enter the Port during each of the relevant Vehicle Booking Slots.

7. customer's obligations
   1. The Customer shall ensure that: 
      1. the terms of its order are complete and accurate;
      2. each Vehicle is of the type and classification permitted by PD Ports; 
      3. the driver of each Vehicle (Driver) holds a full and valid licence to drive the relevant Vehicle for hire and reward in the UK; 
      4. each Vehicle is fully insured and taxed in accordance with applicable laws, holds a current and valid MOT certificate, is in a roadworthy condition and any load carried by the Vehicle is properly secured; 
      5. where applicable, it holds a current and valid operator's licence and each Vehicle is licensed under the Customer's operator's licence;
      6. all of the Customer's employees, workers, agents, consultants, contractors and other representatives, or any of its subcontractors, who access the Port pursuant to the Contract (including all Drivers) from time to time (together Customer Personnel and Customer Person means any one of them) comply with any rules relating to access to the Port which PD Ports makes available from time to time;
      7. it, and the Customer Personnel, co-operates with PD Ports in all matters relating to each Vehicle Booking Slot;
      8. it, and the Customer Personnel, follows any instructions given by PD Ports from time to time; 
      9. it, and the Customer Personnel,  complies with PD Ports’ site induction and site rules and all applicable laws, including health and safety laws;
      10. it, and the Customer Personnel,  shall only attempt to gain entry to the Port with the nominated Vehicle within each Vehicle Booking Slot's time window and it, and the Customer Personnel, shall not attempt to gain entry to the Port at any other time or using any vehicle other than the Vehicle nominated to the relevant Vehicle Booking Slot; and 
      11. the Customer Personnel conduct themselves in a professional and courteous manner at all times and are not in any way abusive or aggressive towards PD Port's staff or any third parties. 
   2. If the Customer fails to fulfil any obligation listed in Clause 7.1, PD Ports will be entitled to request that the Customer immediately vacates the Port. Where PD Ports makes such request:
      1. the Customer shall immediately remove all of the Customer's Vehicles (and other property) and the Customer Personnel from the Port; and
      2. PD Ports will have no liability to the Customer with respect to any Vehicle Booking Slots which are affected by this Clause 7.2.
   3. Without prejudice to Clause 7.2, if the PD Ports believes that any Customer Person is in breach of Clauses 7.1.3, 7.1.6, 7.1.7, 7.1.8, 7.1.9, 7.1.10 or 7.1.11, or is disruptive to PD Ports' business, PD Ports may require the Customer to remove that Customer Person from the Port and ensure they do not return.
   4. The Customer shall indemnify PD Ports on demand against all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and reasonable professional costs and expenses) incurred by PD Ports as a result of or in connection with: 
      1. the Customer's breach of Clause 7.1; and 
      2. any damage to property arising out of or in connection with the acts or omissions of the Customer. 
8. Charges 
   1. In consideration of PD Ports providing each of the Vehicle Booking Slots, the Customer must pay PD Port's charges (Charges) in accordance with this Clause 8.
   2. The Charges are the prices quoted on the Website at the time the Customer submits its order. 
   3. PD Ports takes all reasonable care to ensure that the prices stated for the Vehicle Booking Slots are correct at the time when the relevant information was entered into the system.  Clause 8.6 shall apply if PD Ports discovers an error in the price of one or more of the Vehicle Booking Slots that the Customer ordered.
   4. The Charges may change from time to time, but changes will not affect any order the Customer has already placed.
   5. The Charges are exclusive of VAT.  Where VAT is payable in respect of the Vehicle Booking Slots, the Customer must pay PD Ports such additional amounts in respect of VAT, at the applicable rate, at the same time as it pays the Charges. 
   6. It is always possible that, despite PD Ports reasonable efforts, the prices displayed on the Website may be incorrect. Where the correct price for one or more Vehicle Booking Slots is less than the price stated on the Website, PD Ports will charge the lower amount and if the correct price for one or more of the Vehicle Booking Slots is higher than the price stated on the Website, PD Ports will contact the Customer as soon as possible to inform the Customer of this error and PD Ports will give the Customer the option of continuing to purchase the Vehicle Booking Slots at the correct price or cancelling the order.  PD Ports will not process the order until it has the Customer's instructions.  If PD Ports is unable to contact the Customer using the contact details the Customer provided during the registration process, PD Ports will treat the order as cancelled and notify the Customer in writing.  If PD Ports mistakenly accepts and processes the order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by the Customer as a mispricing, PD Ports may cancel the order and credit the Customer Account an amount equivalent to the cost of the order in question.
9. How to pay
   1. Payment for all Vehicle Booking Slots is in advance.  PD Ports will debit the Customer's Account with the Charges due under the Contract following PD Port's Order Confirmation. 
   2. The Customer must ensure that its Account contains sufficient funds to pay the Charges before the Customer places an order. If the Customer's Account does not contain sufficient funds to pay the Charges, PD Ports may reject the Customer's order. 
   3. If the Customer's Account has insufficient funds at the time when the Customer places an order, PD Ports may (in its absolute discretion) accept the order, in which case the Customer's Account will be debited and the Customer's Account balance will be a negative value. The Customer shall pay PD Ports an amount equal to the negative balance immediately (or within such other time specified by PD Ports) on receipt of an invoice by PD Ports. 
10. Complaints

2. If a problem arises under or in connection with the Contract,  contact PD Ports customer service team at +44 [0] 7787 521369  or email Unitised.CustomerService@pdports.co.uk.

11. Intellectual property rights

All intellectual property rights in or arising out of or in connection with the Website and the Vehicle Booking Slots will be owned by PD Ports. 

12. data protection 
    1. PD Ports will use any personal information the Customer provides to:
       1. provide the Vehicle Booking Slots; and 
       2. process the Customer's payment for the Vehicle Booking Slots.
    2. PD Ports will process the Customer's personal information in accordance with its Privacy Policy https://www.pdports.co.uk/privacy-policy/
13. Limitation of liability: the Customer's ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
    1. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
       1. death or personal injury caused by negligence;
       2. fraud or fraudulent misrepresentation; and
       3. breach of the terms implied by section 2 Supply of Goods and Services Act 1982 (title and quiet possession).
    2. Subject to Clause 13.1, PD Ports will not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
       1. loss of profits;
       2. loss of sales or business;
       3. loss of agreements or contracts;
       4. loss of anticipated savings;
       5. loss of use or corruption of software, data or information;
       6. loss of or damage to goodwill; and
       7. any indirect or consequential loss.
    3. PD Ports shall have no liability to the Customer for any loss or damage suffered or incurred in relation to the Customer's Vehicles or other property, except to the extent that such loss or damage is directly caused by PD Ports' negligence. 
    4. [Subject to Clause 13.1, PD Ports total liability to the Customer arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise: 
       1. for damage to the Customer's Vehicles shall not exceed the value of the damaged Vehicles; and
       2. for all other loss or damage which does not fall within Clause 13.3.1 shall not exceed the total Charges paid under the Contract].
    5. Subject to Clause 13.1, all conditions, warranties, representations or other terms that might otherwise be implied into the Contract by statute, common law or otherwise are excluded from the Contract. 
    6. PD Ports shall have no liability to the Customer for any loss or damage to any of the Customer's Vehicles or other property, except to the extent that such damage is directly caused by PD Port's negligence. 
    7. This Clause 13 will survive termination of the Contract.
14. Confidentiality 
    1. Neither party shall at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning the other party's business, affairs, customers, clients or suppliers, except as permitted by Clause 14.2.
    2. Each party may disclose the other party's confidential information:
       1. to such of its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising its rights or carrying out its obligations under the Contract.  Each party shall ensure that such employees, officers, representatives, subcontractors or advisers comply with this Clause 14; and
       2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    3. Each party may only use the other's confidential information for the purpose of fulfilling its respective obligations under the Contract. 
15. Termination, consequences of termination and survival
    1. Termination

1. Without limiting any of its other rights or remedies, PD Ports may terminate the Contract with immediate effect by giving written notice to the Customer if:

1. the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within the time period notified to the Customer by PD Ports;
2. the Customer breaches Clause 7.1; 
3. the Customer fails to pay any amount due under the Contract on the due date for payment; 
4. PD Ports terminates (or has the right to terminate) any other contract between PD Ports and the Customer; 
5. the Customer takes any step or action in connection with it entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
6. the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
7. the Customer's financial position deteriorates to such an extent that in PD Port's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

2. Consequences of termination
   1. On termination of the Contract the Customer and the Customer Personnel must immediately leave the Port and remove all Vehicles and all of the Customer's property from the Port.
   2. Termination of the Contract will not affect any rights and remedies that have accrued as at termination.
3. Survival

2. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

16. Force Majeure 
    1. PD Ports will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under the Contract that is caused by any act or event beyond PD Ports' reasonable control (Force Majeure Event). 
    2. If a Force Majeure Event takes place that affects the performance of PD Port's obligations under the Contract:
       1. PD Ports will notify the Customer as soon as possible; and
       2. PD Ports' obligations under the Contract will be suspended.  If one or more Vehicle Booking Slots are missed, PD Ports will arrange replacements for the affected Vehicle Booking Slots with the Customer after the Force Majeure Event is over. 
    3. Either party may terminate the Contract where one or more Vehicle Booking Slots are missed due to a Force Majeure Event. 
17. General
    1. Notices 
       1. Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
          1. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
          2. sent by email to the following addresses:
             1. PD Ports: Unitised.CustomerService@pdports.co.ukUnitised.CustomerService@pdports.co.uk (or an alternative address notified by PD Ports).
             2. Customer: the email address specified by the Customer when it placed the registration request.  
       2. Any notice shall be deemed to have been received:
          1. if delivered by hand, at the time the notice is left at the proper address; 
          2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
          3. if sent by email, at 9.00 am the next working day after transmission.
       3. This Clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, other method of dispute resolution.
    2. Assignment and transfer
       1. PD Ports may assign or transfer its rights and obligations under the Contract to another entity by providing the Customer with notice. 
       2. The Customer may only assign or transfer its rights or obligations under the Contract to another person if PD Ports agrees in writing. 
    3. Variation

3. Any variation of the Contract only has effect if it is in writing and signed by both parties.

4. Waiver
   1. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed to be a waiver of any subsequent right or remedy.
   2. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy. 
5. Severance

4. Each provision of these Terms operates separately.  If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

6. Third party rights

5. The Contract is between PD Ports and the Customer.  No other person has any rights to enforce any of its terms. 

7. Governing law and jurisdiction

6. The Contract is governed by English law and each party irrevocably agrees to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.