Contract Terms & Conditions

1.1 The following definitions and rules of interpretation in this clause apply to this Contract.

Additional Charges: means any charges payable by the Customer in addition to the Charges, including any additional charges for any Out-of-Scope Services.

Applicable Laws: the laws of England and Wales and any other laws or regulations, regulatory policies, guidelines or industry codes which apply to the Contract.

Applications: all software modules, applications and code used in the performance/delivery of the Services including without limitation any back-end technology of whatever type, software engines and development tools, and any Intellectual Property Rights vested in the Company in relation to such Applications. Applications shall include all enhancements, adaptations, and alterations via any appropriate updates.

Carriers: the delivery partners retained by the Company to provide carrier services on behalf of the Company.

Change Order: has the meaning set out in clause 12.1.

Charges: the charges for the supply of Services provided by the Company, as set out in Schedule 1 and payable in accordance with clause 16.

Company: 3P Logistics Limited (Company Number: 05876788) whose registered office is at Three Sisters Road, Ashton-In-Makerfield, Wigan, United Kingdom, WN4 9GD.

Contract: the Contract between the Customer and the Company, comprising of the Order Form, the Schedules, these Terms & Conditions and any Appendices and/or Special Conditions.

Contract Date: the earlier of: (a) the date on which the last party signs the Order Form; (b) the Onboarding Services Start Date; or (c) the Services Start Date.

Control: shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression ‘change of Control’ shall be construed accordingly.

Correctly Packaged: shall mean Goods which are packed in a secure and safe manner, in clearly-labelled master cartons in accordance with the Company’s inbound compliance specification as may be provided to the Customer during the Onboarding Services.

Credit Limit: shall mean the credit limit offered to the Customer by the Company in accordance with clause 17.

Customer: the party detailed in the Order Form who purchases the Services from the Company.

Data Protection Legislation: shall mean (a) to the extent the UK GDPR applies, the law of the United Kingdom or a part of the United Kingdom which relates to the protection of personal data; and (b) to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Company is subject, which relates to the protection of personal data.

End Customer: any customer of the Customer, who shall be the recipient of the Goods.

EU GDPR: General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law.

Force Majeure Event: has the meaning set out in clause 23.1.

Goods: any products and / or materials consigned to the Company by the Customer for the performance of the Services.

IPRs or Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.

Initial Term: the initial term of the Contract, as set out in the Order Form, commencing on the Services Start Date.

Losses: any and all damages, losses, liabilities, claims, actions, costs, expenses (including reasonable charges and disbursements for legal or professional services), proceedings, judgments, consensual settlements, penalties, fines, demands, interest and charges, whether arising under statute, contract or at common law. ‘Loss’ shall be construed accordingly.

Materials: all documents, products and materials created and/or developed by the Company or its agents, subcontractors or personnel, as part of or in relation to the Services in any form, including without limitation, the Company’s proprietary Fusion platform and other software or computer programs, data, reports and specifications (including drafts).

Onboarding Guide: the documentation provided by the Company to the Customer from time to time in order to support the Customer in receiving the Onboarding Services.

Onboarding Services: the Services to be provided by the Company to the Customer in relation to: (i) providing the Customer with documentation relating to the Services, and with support where appropriate; (ii) provision of the Applications and/or Third Party Applications; and (iii) the onboarding program that incorporates induction to the Services and compliance, including any integration-related services, as set out in the Order Form or as otherwise agreed between the parties in writing.

Onboarding Services Start Date: the date that the Onboarding Services are to commence, as set out in the Order Form (and as may be amended by the parties in writing).

Operating Window: the period of 6am to 10pm on each Working Day, or such other period as the Company may specify from time to time.
Order Form: shall mean the order form for the Services.
Out-of-Scope Services: any services to be performed by the Company in addition to the Services.

Performance Standards: the Company’s service level criteria, as set out in Schedule 7.

Prohibited and Restricted Goods: articles of substance that are prohibited or restricted to be carried by European Union regulations in force from time to time. A list of the Prohibited or Restricted Goods effective as at the Contract Date is set out in Appendix A.

Receiving Guidelines: the documentation provided by the Company to the Customer during the course of the Onboarding Services setting out the Company’s policies and procedures for the receipt of Goods from the Customer, as such documentation may be amended from time to time upon notification to the Customer.

Renewal Term: any renewal term of the Contract, as set out in clause 4.2.
SCRF: the scope change request form used by the Customer to formally request a change to working scope as set out in clause 29.

Services: the services to be provided by the Company under this Contract as set out in the Order Form, and any other services agreed between the parties in writing.
Services Start Date: the date on which the first Goods are received into the Company’s warehouse.

Special Conditions: the special conditions, if any, set out in the Order Form.
Systems: the equipment, communications systems and components or elements thereof used, supplied, operated and/or developed by or on behalf of the Company or the Customer, for the purposes of providing or receiving any of the Services including without limitation any such systems which capture, store or transmit data.

Tax: all forms of taxation and statutory, governmental, state, federal, provincial, local, government or municipal charges, duties, imposts, contributions, levies, withholdings or other liabilities in the nature of taxation wherever chargeable and whether of the UK or any other jurisdiction, and any penalty, fine, surcharge, interest, charges or costs relating to it.

Term: the term of the Contract, as set out in clause 4.2, to include the Initial Term and any applicable Renewal Term.

Terms & Conditions: these terms and conditions.

Third Party Applications: any software or other products, components or items as well as services provided or licensed through a third party vendor direct by the Customer and/or via the Company.

UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

Working Day: a day, other than a Saturday, Sunday, or a designated public holiday in England, when banks in London are open for business.

1.2 Clause and Schedule headings shall not affect the interpretation of this Contract.

1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors and permitted assigns.

1.4 Words in the singular shall include the plural and vice versa.

1.5 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.6 A reference to writing or written includes e-mail but not fax.

1.7 Where the words include(s), including or in particular are used in this Contract, they are deemed to have the words without limitation following them. Where the context permits, the words other and otherwise are illustrative and shall not limit the sense of the words preceding them.

1.8 References to clauses and Schedules are to the clauses and Schedules of this Contract.

2.1 If there is any conflict or ambiguity between the terms of the Order Form, the Schedules, the Special Conditions and/or these Terms & Conditions (including any Appendices), the parties agree that the documents will have the following order of priority to the extent of such conflict or ambiguity:

2.1.1 the Special Conditions;

2.1.2 the Order Form and Schedules; and

2.1.3 these Terms & Conditions (including any Appendices).

2.2 The Contract applies to the agreement between the parties 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.

2.3 The Customer is responsible for ensuring that the commercial specifications and order requirements set out within the Order Form and any Schedules are complete and accurate.

2.4 The Customer hereby warrants that the person signing the Contract and reviewing the Order Form and any Schedules on its behalf is duly authorised and has all necessary power and authority to make such order and bind the Customer.

Notwithstanding clause 29, the Company may vary these Terms & Conditions from time to time on giving the Customer at least 30 days’ notice in writing provided that any variation required by Applicable Laws will be effective immediately. The Customer’s continued use of the Services after the date on which the variation comes into effect will constitute the Customer’s acceptance of the variation. No variation will apply to any orders for Services in force before the date of the notice of variation.

4.1 The Company shall provide the Onboarding Services from the Onboarding Services Start Date and the remainder of the Services from the Services Start Date.

4.2 The Contract shall, unless terminated earlier in accordance with clause 21, commence on the Contract Date and shall continue for the Initial Term and, thereafter, this Contract shall be automatically renewed for successive periods of 12 months (each “Renewal Term”), unless:

4.2.1 either party notifies the other party of termination, in writing, at least 13 weeks before the end of the Initial Term or any Renewal Term, in which case this Contract shall terminate upon the expiry of the applicable Initial Term or Renewal Term; or

4.2.2 otherwise terminated in accordance with the provisions of the Contract,

and the Initial Term together with any subsequent Renewal Terms shall constitute the term of the Contract (the “Term”).

5.1 The Company shall use its reasonable commercial endeavours to supply the Services to the Customer on each Working Day and any other days agreed between the parties from the Services Start Date in accordance with this Contract.

5.2 The Company shall:

5.2.1 perform the Services with reasonable care and skill;

5.2.2 use its reasonable commercial endeavours to perform the Services in accordance with the Performance Standards;

5.2.3 facilitate Customer site visits via prior appointment, with the Customer giving no less than 5 Working Days’ prior written notice to the Company of such visit;

5.2.4 serve the Customer with prior written notice of not less than 28 days, should the Company opt to change the receiving depot address for the Goods;

5.2.5 perform the Services within the Operating Window, so far as is reasonably practicable. The Company shall endeavour to notify the Customer in writing giving no less than 5 Working Days’ prior notice should it opt to deviate from the Operating Window stated (excluding on the occurrence of a Force Majeure Event, in which case no notice shall be required); and

5.2.6 for the Term of the Contract, subject to the Company being in receipt of all payments due and payable under the Contract by the Customer, the Company shall permit the Customer to access, by way of a limited, revocable licence, relevant information held on the Company’s Fusion system.

5.3 Title to the Goods shall not pass to the Company and shall remain with the Customer at all times. Until ownership of the Goods has passed to the End Customer, the Company shall hold the Goods on a fiduciary basis.

5.4 Subject to clause 11.2, the risk in the Goods shall remain vested in the Customer at all times, and shall not, at any time, pass to the Company. As such, the Customer shall obtain and maintain suitable insurance for the Goods in accordance with clause 19.

5.5 If the Company’s performance of any of its obligations under this Contract is prevented or delayed due to any direct or indirect act or omission (including any incorrect or inaccurate instructions) of the Customer, its agents, subcontractors, consultants or employees, the Company shall (subject to clause 18):

5.5.1  not be liable for any Losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay;

5.5.2 be entitled to payment of the Charges in full, despite any such prevention or delay; and

5.5.3 be entitled to recover any additional Losses the Company sustains or incurs that arise directly or indirectly from such prevention or delay.

6.1 The Customer warrants and undertakes to:

6.1.1 co-operate with the Company in all matters relating to the Services and act reasonably and in good faith at all times in its dealings with the Company, including complying with any reasonable instructions of the Company, to ensure that the Company is able to perform the Services to the required standards;

6.1.2 have a registered trading address in the United Kingdom and the Customer acknowledges and accepts that the Company shall not be the initial UK consignee of Goods imported into the UK by or for the Customer in any circumstances including but not limited to where the Company may be sought to be held liable for tax or duty relating to, or the quality or safety of, such Goods;

6.1.3 appoint the Company as the sole service provider of fulfilment & delivery services for and on behalf of the Customer;

6.1.4 refrain from using any other competing delivery service to provide a similar service to the Services, unless the Company’s prior written consent has been obtained. In the event that the Customer breaches this clause, the Company shall be entitled in its absolute discretion to (i) refuse to provide the Services and (ii) immediately terminate this Contract and recover any reasonable costs incurred in relation to such termination;

6.1.5 provide accurate and timely data, documents, information, items and/or materials in any form as may be required by the Company from time to time for the provision of the Services;

6.1.6 ensure that all Goods are Correctly Packaged and carry unique barcodes;

6.1.7 comply with and ensure that all its employees, agents, representatives, contractors, subcontractors and/or End Customers (if applicable) comply with all health and safety and site regulations when at the Company’s premises;

6.1.8 provide an advanced rolling monthly demand forecast for inbound, storage and fulfilment activities;

6.1.9 use its best endeavours to achieve the forecasted volumes provided to the Company pursuant to clause 6.1.8 above and/or updated forecasts that may be agreed between the parties from time to time;

6.1.10 provide the Company with a current central point of contact with a supporting mailbox for ongoing communications, along with any relevant updated contact details from time to time;

6.1.11 appoint a manager for the Services, such person as identified in the Order Form. That person shall have the authority to contractually bind the Customer on matters relating to the Services;

6.1.12 obtain and maintain all necessary licences, consents and permissions as may be required by the Company in order to perform the Services, and comply with all Applicable Laws; and

6.1.13 refrain from performing or completing any act or omission that would cause, or threaten to cause, the Company to be in breach of any agreement entered into between the Company and each respective Carrier.

6.2 The Customer shall not, without the prior written consent of the Company, at any time during the Term or for a period of 12 months following its expiry or termination, solicit or entice away from the Company, employ or attempt to employ, any person who is, or has been, engaged as an employee, consultant or subcontractor of the Company in the provision of the Services.

6.3 In the event that the Company agrees to carry Prohibited or Restricted Goods, the Customer shall ensure that any such Prohibited or Restricted Goods are properly and sufficiently packed and labelled in accordance with the Company instructions and in accordance with any Applicable Laws, statutory regulations, codes of practice and with manufacturers’ and the Company’s recommendations as may be updated from time to time

7.1 The Customer acknowledges sole responsibility for the integration of the Company Applications to their Systems, unless the Order Form confirms that the Onboarding Services are to include integration of the Company Applications.

7.2 If the Onboarding Services are to include integration of the Company Applications, such integration services are priced on application and set out in the Order Form.

7.3 The Customer shall ensure that the integration and testing of their Systems shall be undertaken in accordance with the Company’s API specification, as provided to the Customer and updated from time to time.

7.4 If the Services Start Date has not occurred within 3 months from the Contract Date, the Company reserves the right to review the Charges accordingly.

7.5 If the Company is not carrying out integration as part of the Onboarding Services, and the Customer is unable to complete the integration itself, the Company will not be required to refund any Charges, or any part of the Charges, that the Customer has paid up to that point, and (subject to clause 18) is not liable for any Losses incurred by the Customer arising from or in connection with the integration process. The Customer will remain liable to pay the Charges in respect of the Onboarding Services, and these shall be payable in accordance with clause 16.

7.6 Subject to clause 18, the Company shall not be liable for any Losses incurred by the Customer arising directly or indirectly as a consequence of the Onboarding Services and/or the Customer testing, Applications, integration and/or the Onboarding Guide.

8.1 The Company shall be liable for loss or damage to any Goods occurring during transit to the extent that such Loss or damage is due to the Company’s failure to comply with this Contract, unless the Loss or damage has arisen from:

8.1.1 a Force Majeure Event;

8.1.2 any confiscation, seizure, forfeiture, detention, requisition or destruction of or damage to property and/or Goods by, or under the order of any government or public or local authority, or as required under any Applicable Laws;

8.1.3 any error, act, omission, misstatement or misrepresentation by the Customer or other third-party owner of the Goods, or by any respective employees or agents;

8.1.4 any failure by the Customer to ensure that the Goods are Correctly Packaged (or the End Customer’s failure in the case of a return), or that the Goods are provided in accordance with the Receiving Guidelines;

8.1.5 any Goods which are Prohibited or Restricted Goods, or which are otherwise corrosive; or

8.1.6 any fraud on the part of the Customer, the End Customer, any other third party owner of the Goods, or any of their respective employees, contractors, subcontractors or agents.

8.1.7 corrosive goods and liquids are exempt from this process and therefore all such claims will be rejected forthwith.

8.2 If, following investigation by the Company, it accepts liability for loss or damage to the Goods in transit, it shall pay maximum compensation per parcel of the Goods as detailed in Schedule 2 Order Form or the cost price of the Goods, whichever is the lower. In the event of the Customer submitting a claim for lost or damaged goods in transit the Company shall be entitled to require proof of the value of the Goods or of any part thereof, proof of the cost of repair and/or replacement. The Company reserves the right to recover the damaged Goods for inspection prior to investigating a claim  submission

8.3 The Company’s liability for Bulk Loss shall be limited to the actual cost value of the contents of a parcel of the Goods (a “Parcel”) or £25.00 (twenty-five pounds) per Parcel whichever is the lesser amount up to a maximum of £10,000 (ten thousand pounds) per Bulk Loss. For the purposes of this clause, “Bulk Loss” means loss or damage of more than 100 Parcels in a single incident. Examples of Bulk Loss include trailer or vehicle fire, trailer or vehicle theft, carrier operating centre fire, operational theft or other incident

9. In respect of all claims relating to lost or damaged Goods under clause 8.1, the Customer shall comply with the claims procedure issued by the Company during the Onboarding Services and as may be updated by the Company from time to time. Subject to clause 18, the Company shall not be liable for any Loss or damage to any Goods, or for any mis-delivery, late delivery or non-delivery of any Goods howsoever arising, unless the claims procedure has been followed.

10.1 The Company is committed to maintaining high standards of inventory accuracy, adopts a good faith approach to receiving Goods to facilitate efficient and swift transition of inventory into stock, and applies various controls to ensure inventory health.

10.2 The Customer shall provide complete and accurate information for inbound shipments of Goods in the form of an Advanced Shipping Notification (“ASN”).

10.3 The Company may opt to conduct periodic spot checks on inbound shipments of Goods to validate the accuracy of information provided by the Customer and endeavours to conduct a comprehensive stock check on all stock keeping units (“SKUs”) at least once annually to maintain inventory health. Any discrepancies identified during these checks shall prompt a more detailed count and reconciliation process.

10.4 For an additional charge to be priced on application and subject to resource availability, the Company can undertake a 100% count of all units of Goods upon receipt to validate against the ASN.

10.5 Breakage, damage and shrinkage of inventory held in the Company’s warehouse will be evaluated on an annual basis. Subject to subscription to the services outlined in clause 1.4, any excess greater than the designated tolerance as stated in the Order Form will be credited to the average replacement cost (i.e. declared value) of the Goods damaged.

10.6 In order to process a claim, the Customer must provide cost prices when sending the Goods to the Company. In the absence of cost prices being submitted in advance the Company any claims submitted will be rejected outright.

11.1 Subject to the Customer complying with its obligations under the Contract, the Company shall use its reasonable endeavours to ensure that the Services are provided in accordance with the Performance Standards.

11.2 Where a replacement order is placed by the Customer due to a Company acknowledged error as set out in clause 8.1, the Company will waive all relevant Charges on a like for like basis on the replacement order up, subject to the limits on the Company’s liability as set out in clause 18.

11.3 The Customer may request the Company to conduct a 100% stock take on all stock keeping units (“SKUs”). Should the Company accept such request (acting in its sole discretion), such stock take shall constitute Out-of-Scope Services for which Additional Charges shall be payable by the Customer in accordance with the terms of this Contract.

11.4 The Customer may (at its own cost) request an external audit of the stock take carried out in accordance with clause 11.3 in the form of on-site presence by a nominated auditor appointed by the Customer subject to approval by the Company.

11.5 All deliveries of Goods to the Company from the Customer must possess a confirmed delivery slot as per the Receiving Guidelines. Any failure by the Customer to comply with this clause may result in the delivery being refused.

11.6 If any inbound shipment of Goods fails to meet the Receiving Guidelines, then the shipment may incur Additional Charges which shall be payable by the Customer in accordance with the terms of this Contract. Subject to clause 18, the Customer agrees that the Company shall not be held liable for any Loss or damage, arising as a result of such delay or refusal.

12.1 Either party may propose changes to the scope or execution of the Services, but no proposed changes shall come into effect until a Change Order has been signed by both parties. The Change Order shall be a document setting out the proposed changes and the effect that those changes will have on the Services, the existing Charges, and any other terms of this Contract.

12.2 If the Customer wishes to make a change to the Services, it shall notify the Company via the SCRF process outlined during the Onboarding Services and provide as much detail as the Company reasonably requires of the proposed changes, including the timing of the proposed changes, and the Company shall, as soon as is reasonably practicable, provide a draft Change Order to the Customer.

12.3 If the parties:

12.3.1 agree to the draft Change Order, they shall sign it and the Change Order shall amend this Contract; or

12.3.2 are unable to agree to the draft Order, the Contract shall continue unamended.

13.1 The Company shall provide reporting on its compliance with the Performance Standards on demand via its online portal or via other means and/or at a frequency agreed between the parties.

13.2 The Company reserves the right to apply Additional Charges for the development and provision of additional reporting (where requested by the Customer), in accordance with clause 16.

14.1 Unless otherwise set out in the Special Conditions or specifically agreed by the Company in writing, the Company shall not handle nor carry any Prohibited or Restricted Goods on behalf of the Customer.

14.2 The Company reserves the right, at its sole discretion and at any time during the Term, to:

14.2.1 refuse to carry any Goods which are banned by any Applicable Laws, or where the Company believes that the Goods may be harmful or dangerous to the End Customer, consumers, employees of the Company or any other person;

14.2.2 destroy or dispose of any Prohibited or Restricted Goods (in whole or in part) in its possession; and/or

14.2.3 donate to charitable causes of its choosing or dispose of any inbound or return shipments of Goods received where the shipment is likely to cause damage or delay to other shipment(s) or any other property, or injury to any person(s).

14.3 The Customer shall indemnify the Company against all Losses incurred by the Company as a result of any Goods handled or carried by the Company which are Prohibited or Restricted Goods where the Company has not given its specific prior written consent to handling or carrying such Prohibited or Restricted Goods.

15.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Company.

15.2 Company grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free Licence during the Term to use the Materials (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Materials in its business.

15.3 The Customer shall not sub-license, assign or otherwise transfer the rights granted in clause 1.2.

15.4 The Customer grants the Company a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to the Company for the Term for the purpose of providing the Services to the Customer.

16.1 In consideration of the Company providing the Services, the Customer shall pay to the Company the Charges in accordance with the provisions of this Contract.

16.2 All amounts payable by the Customer exclude value added tax (“VAT”), which, where applicable, the Customer shall be liable to pay to the Company at the prevailing rate, subject to receipt of a valid VAT invoice.

16.3 The Company shall submit weekly invoices for the Charges, any Additional Charges, and any other sums payable under this Contract, to the Customer on Monday of each week during the Term for any Services provided in the preceding week, unless agreed otherwise between the parties in writing.

16.4 Subject to clause 17. and the Customer’s relevant Credit Limit, the Customer shall pay each invoice submitted to it by the Company, by the due date in accordance with the payment terms and method detailed in the Order Form, in full and in cleared funds by electronic transfer to a bank account nominated by the Company. If no payment terms are set out in the Order Form, the Customer shall pay each invoice within 14 days of the date of the invoice. Time for payment shall be of the essence of the Contract.

16.5 The Customer shall indemnify and pay the Company immediately on written demand against any Tax payments made, or payable by, the Company on the Customer’s behalf or relating to Goods consigned by or for the Customer.

16.6 The amount invoiced to, and payable by, the Customer shall be at least the minimum warehousing fee as detailed in Schedule 1. If the Services provided during the relevant billing period generate less than the minimum warehousing fee, a rounding fee will be applied by the Company.

16.7 The Company reserves the right to adjust its Charges should the trading profile of the Customer fall below 75% of the assumed weekly warehousing handling revenues over any consecutive 3-month rolling period, as illustrated in Schedule 6.

16.8 The Company will increase its Charges each year by the higher of 3.5% or the percentage figure in line with the UK Consumer Prices Index 12-month rate as published by the Office for National Statistics on 1st January of each calendar year, with such increase to take effect from 1^st April each year.

16.9 Increases in any delivery charges shall be recharged to the Customer for which a minimum 14-day advanced written notice shall be given, and shall be considered Additional Charges.

16.10 Fuel surcharges imposed by a Carrier shall be recharged at cost to the Customer immediately upon presentation and without prior notice.

16.11 The Customer must notify the Company of any queries it has in respect of the Company’s invoices within 14 days of the date of such invoice. If the Customer does not raise any queries in such period, it will be deemed to have accepted the invoice.

16.12 The Company reserves the right to recover proven under charges within 28 days from the relevant invoice date or date of identification. Any such under charges shall be confirmed to the Customer in writing.

16.13 In the case where refunds, credits or costs are to be recovered from a Carrier (in accordance with the relevant Carrier’s terms and conditions), the Company shall reimburse these costs in the form of a credit note to the Customer and the Company shall recover the costs from the Carrier directly.

16.14 The Company provides a fulfilment service guarantee in line with the scheme details issued to the Customer during the Onboarding Services and as updated by the Company from time to time.

16.15 Any pricing quoted for Out-of-Scope Services (including any ad-hoc services) will be valid until completion of the relevant Out-of-Scope Service. If a repeat of such service is required, the Customer will need to obtain a fresh quotation.

16.16 The Customer shall pay all sums due under this Contract without set-off, withholding or deduction.

16.17 If the Customer fails to pay any sum due under this Contract on the due date for payment for any reason howsoever arising:

16.17.1 all Charges, Additional Charges and any other sums due shall immediately become due and payable;

16.17.2 the Company may, without prejudice to any other right or remedy that it may have, suspend the provision of the Services or any part thereof until such time as the relevant sum is paid in full and clear funds by the Customer; and

16.17.3 the Company may charge the Customer interest at a rate of 6% per annum above the Bank of England’s base rate from time to time, but at 6% a year for any period when the base rate is below 0%, calculated daily from the due date until payment of the overdue sum (whether before or after any judgement). The Customer shall pay any interest which has accrued together with the overdue amount.

17.1 The Credit Limit offered to the Customer by the Company is regularly monitored by the Company’s independent credit reference partner. The credit facility is preserved on the assumption that the payment terms are strictly adhered to by the Customer in accordance with this Contract and the Company deems the Customer to be creditworthy.

17.2 The Credit Limit may be amended or withdrawn by the Company by giving 7 days’ advanced written notice to the Customer at any time during the Term. This decision shall be at the Company’s sole discretion and without requirement on the Company’s part to provide any explanation or justification for any such amendment or withdrawal.

17.3 Upon withdrawal of the Credit Limited, advanced payment on account shall be required from the Customer to ensure continuity of service. Invoices shall become immediately due and payable, at the point of issue regardless of what may be stated on the face of the Company’s invoices or any other contract with the Customer.

17.4 The Customer may request an increase to its Credit Limit at any time, which the Company shall duly consider such request based on satisfactory payment history, credible forecast trading patterns and external credit advisory limits but for the avoidance of doubt, the Company is under no obligation to accept such request.

18.1 References to “liability” in this clause 18 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

18.2 Nothing in this Contract shall limit or exclude either party’s liability for:

18.2.1 death or personal injury caused by negligence;

18.2.2 fraud or fraudulent misrepresentation; or

18.2.3 any other liability that cannot legally be limited.

18.3 Subject to clause 2, neither party shall have any liability to the other for:

18.3.1 loss of profits;

18.3.2 loss of revenue;

18.3.3 loss of sales or business;

18.3.4 loss of agreements or contracts;

18.3.5 loss of anticipated savings;

18.3.6 loss of use or corruption of software, data or information;

18.3.7 loss of or damage to goodwill; and/or

18.3.8 any indirect or consequential loss.

18.4 Subject to clause 1.2,clause 1.3 and 16.5, the Company’s maximum liability to the Customer in any 12-month rolling period shall be limited, to the fullest extent permissible by law, to an amount equal to the Charges paid by the Customer to the Company during that 12-month rolling period.

18.5 For any lost or damaged Goods for which the Company is liable in accordance with clause 8, the Company’s maximum liability to the Customer shall be limited as set out in clause 8.

18.6 Unless the Customer notifies the Company that it intends to make a claim in respect of an event within the notice period, the Company shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

18.7 The parties agree that the limitations on liability contained in the Contract have been subject to commercial negotiation and are reasonable in all the circumstances.

18.8 Except as expressly provided in the Contract, all warranties, conditions, representations or other terms implied by statute or common law are excluded to the fullest extent possible by law.

18.9 Any typographical, clerical or other error or omission in any Materials or promotional material or other information issued by the Company shall be subject to correction, without any liability on the part of the Company.

18.10 The Customer shall indemnify the Company in full against:

18.10.1 all Losses suffered by the Company due to any error, omission, mis-statement or misrepresentation by the Customer, any other owner of the Goods, or by any respective employee, contractor, subcontractor or agent, or due to any insufficient or improper packaging, labelling or addressing of the Goods in breach of this Contract, or fraud;

18.10.2 all claims made upon the Company by H.M. Revenue and Customs in respect of dutiable Goods consigned in bond whether or not transit has ended or been suspended; and

18.10.3 all Losses suffered by the Company caused by Prohibited or Restricted Goods, whether or not declared by the Customer.

19.1 For the avoidance of doubt, the Company does not insure the Goods or underwrite their value and the Company’s Charges reflect this.

19.2 Each party shall be responsible for taking out and maintaining during the Term:

19.2.1 Public Liability insurance;

19.2.2 Employers Liability insurance; and

19.2.3 any further insurance necessary to cover any liability of the Customer arising pursuant to the terms of this Contract, as may be reasonably requested by the Company.

20.1 Both parties shall:

20.1.1 comply with all Applicable Laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010;

20.1.2 not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;

20.1.3 have and shall maintain in place throughout the Term of this Contract its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010; and

20.1.4 promptly report to the other party any request or demand for any undue financial or other advantage of any kind received by the other party in connection with the performance of this Contract.

20.2 Breach of this clause shall be deemed a material breach under the Contract.

21.1 Should the Customer wish to terminate the Contract for convenience prior to the expiry of the Initial Term or the relevant Renewal Term, it shall be permitted to do so upon giving not less than 13 weeks’ advanced written notice to the Company. This is subject to the Customer paying to the Company an early termination charge calculated as 30% of the average weekly invoice value for the period from the Services Start Date up to the date on which the Customer gives notice in accordance with this clause, multiplied by the number of billing weeks remaining of the Initial Term or the relevant Renewal Term.

21.2 Without affecting any other right or remedy available to it, either party may terminate this Contract with immediate effect by giving written notice to the other party if:

21.2.1 the other party commits a material breach of any term of this Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so. For the purposes of this clause, material breach means a breach that is serious in the widest sense of having a serious effect on the benefit which the terminating party would otherwise derive from a substantial portion of this Contract;

21.2.2 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), 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; or

21.2.3 the other party’s financial position deteriorates to such an extent that its capability to adequately fulfil its obligations under this Contract has been placed in jeopardy;

21.3 Without affecting any other right or remedy available to it, the Company may terminate this Contract with immediate effect by giving written notice to the Customer if:

21.3.1 the Customer fails to pay any amount due under this Contract for 30 days after the due date;

21.3.2 the Customer engages in any activity which, in the absolute discretion of Contract directly or indirectly competes with the business of the Company;

21.3.3 the Customer fails to comply with any instruction, notice and/or request from the Company in relation to the use and or display of any IPRs of the Company, including but not limited to any trademark and or logo of the Company; or

21.3.4 the Customer commits a breach of clause 6.1.4; or

21.3.5 there is a change of Control of the Customer.

22.1 On termination of the Contract the Customer shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Company shall submit an invoice, which shall be payable by the Customer immediately on receipt; and

22.2 Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract which existed at or before the date of termination.

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

22.4 In the event of termination of the Contract by either party for any reason, the Customer’s Goods will be stored at the usual storage fee for a period of up to 4 weeks following the agreed termination date. If any Goods remain in the Company’s possession after the 4 week period, then the Company reserves the right to dispose of or sell the Goods to cover its costs with no compensation payable to the Customer, and reserves the right to charge any disposal-related costs that have been reasonably incurred by the Company. For the avoidance of doubt, all outstanding balances, including the final invoice, must be paid in full and cleared funds by the Customer before any Goods will be released to the Customer.

22.5 Following collection of the Goods, a 10-day waiting period shall apply during which time the Customer can raise any Goods or stock-related queries to the Company.

22.6 The Company’s obligations under this Contract shall cease at the end of the 10-day waiting period.

23.1 Neither party (the “Affected Party”) shall be liable to the other or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform any of its obligations, if the delay or failure was due to any cause beyond the Affected Party’s reasonable control including (without limitation) flood, fire, acts of terrorism, civil disturbance, acts of any government or authority, revocation of any licence or consent, default of any the Affected Party’s sub-contractors, failure of any power supply, theft, malicious damage, strike lock-out or industrial action (excluding the Affected Party’s own employees or direct contractors), or the failure of any machine computer data processing system or network failures or communication link or failure in manufacture, production or the act or omission of Government or supply by third parties of equipment or services or by any other circumstance whatever beyond its reasonable control (“Force Majeure Event”).

23.2 The Affected Party shall:

as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party of the Force Majeure Event, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Contract; and

23.2.1 use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

23.2.2 If the Force Majeure Event prevails for a continuous period of more than 2 months, either party may terminate this Contract by giving 30 days’ written notice to the other party.

23.3 If the Force Majeure Event prevails for a continuous period of more than 2 months, either party may terminate this Contract by giving 30 days’ written notice to the other party.

24.1 The Customer shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Contract without the Company’s prior written consent.

24.2 The Company may at its sole discretion, at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under this Contract.

25.1 Each party shall keep in strict confidence all data and all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed by the other party, its employees, officers, agents, consultants or subcontractors, and any other confidential information concerning the other party’s business or its products (“Confidential Information”).

25.2 Each party shall not use, or allow the use of, the other party’s Confidential Information for any purpose other than to perform its obligations under this Contract.

25.3 All Confidential Information supplied by a party to the other party shall, at all times, be and remain the exclusive property of the disclosing party, but shall be held by the receiving party in safe custody at its own risk and maintained and kept in good condition by the receiving party until returned and/or destroyed, as may be requested by the disclosing party. The Confidential Information shall not be disposed of or used other than in accordance with the disclosing party’s written instructions or authorisation.

25.4 Each party may disclose the other party’s Confidential Information:

25.4.1 to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under this Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s Confidential Information comply with this clause; and

25.4.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

26.1 For the purposes of this clause Error! Reference source not found., the terms “Controller”, “Processor”, “Data Subject”, “Personal Data”, “Personal Data Breach”, “processing”, and “appropriate technical and organisational measures” have the respective meanings given to them in the Data Protection Legislation.

26.2 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause Error! Reference source not found. is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

26.3 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and the Company is the Processor.

26.4 Without prejudice to the generality of clause 1.2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Company for the duration and purposes of the Contract.

26.5 Without prejudice to the generality of clause 1.2, the Company shall, in relation to any Personal Data processed in connection with the performance by the Company of its obligations under this Contract:

26.5.1 process that Personal Data only on the documented written instructions of the Customer unless the Company is required by Applicable Law to otherwise process that Personal Data;

26.5.2 ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data;

26.5.3 ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and

26.5.4 not transfer any Personal Data outside of the EEA unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:

(i) the Customer or the Company has provided appropriate safeguards in relation to the transfer;

(ii) the data subject has enforceable rights and effective legal remedies;

(iii) the Company complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

(i) the Company complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;

26.5.5 assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

26.5.6 notify the Customer without undue delay on becoming aware of a Personal Data Breach;

26.5.7 at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Applicable Laws to store the Personal Data; and

26.5.8 maintain records and information to demonstrate its compliance with this clause 26.

26.6 The Customer consents to the Company appointing third-party processors of Personal Data under this Contract. As between the Customer and the Company, the Company shall remain fully liable for all acts or omissions of any third-party processor appointed by it.

Without prejudice to any other remedy the Company may have whether under the Contract or otherwise, the Company shall, in respect of all debts due from the Customer whether under the Contract or otherwise and whether or not due for payment, have a lien on all Goods and materials  in its possession belonging to the Customer (whether worked on or not) and whether or not in the possession of the Company under the Contract and shall be entitled on the expiration of 14 days’ written notice to dispose of such products, Goods or property as it sees fit and to apply any proceeds towards such debts.

28.1 This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

28.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract

Subject to clause 3 (Variation of Terms & Conditions) and clause 12 (Changes to the Services), no variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives) via the scope change request process (SCRF)as outlined during onboarding. The SCRF is the document that must be used to scope and authorise any such changes to scope of works.

A waiver of any right or remedy under this Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.  A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy or prevent or restrict the further exercise of that or any other right or remedy.

If any provision or part-provision of this Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Contract.

This Contract may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one Contract.

33.1 Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, or e-mail to the mailboxes stated on the Order Form.

33.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address in the Order Form; if sent by pre-paid first class post or other next working day delivery service, on the second Working Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by e-mail, one Working Day after transmission.

33.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

No one other than a party to this Contract shall have any right to enforce any of its terms.

This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the courts of England and Wales and shall be governed by and construed in accordance with the laws of England and Wales.