Terms Of Service

MISSION LOGIX LIMITED – CONDITIONS OF SERVICE

The Customer’s attention is particularly drawn to the provisions to the provisions of Condition 4 (Insurance), Condition 12 (Limitation of liability) and the right of the Company to hold and dispose of the Customer’s pieces in Condition 9. The Customer is responsible for insuring the Customer’s goods, and the Company’s limit of liability is set out in Condition 12. In particular, Condition 12.3 specifies different liability limits in respect of loss, theft or damage to goods (depending on whether it occurs during the course of any courier services provided on behalf of the Company), and Condition 12.8 requires the Customer to first seek recovery of any such losses from its insurer. The limitation of liability in Condition 12 minimises the amount that the Company would otherwise need to charge to recover its insurance costs (or an additional amount to reflect risk).

The Company may update these Conditions from time to time and will notify the Customer of any changes by email – see Condition 22.4.

1. Interpretation

The following definitions and rules of interpretation apply in these Conditions.

1.1 Definitions:

Carrier: The Company’s subcontracted carrier providing Courier Services.

Carrier Terms: the terms and conditions of carriage of one of the Company’s subcontractors of Courier Services as requested or agreed by the Customer, a copy of which is available on request.

Charges: the charges payable by the Customer for the supply of the Services in accordance with Condition 6 (Charges and payment).

Commencement Date: has the meaning set out in Condition 2.1.

Company: Mission Logix Limited, a company registered in England and Wales under company number 11456662 whose registered office is at Wellington House 273-275 High Street, London Colney, St Albans, Hertfordshire, England, AL2 1HA.

Conditions: these terms and conditions as amended from time to time in accordance with Condition 22.4.

Contract: the contract between the Company and the Customer for the supply of Services in accordance with these Conditions.

Contract Details: the Contract Details form to which these Conditions are appended or which makes reference to these Conditions.

Courier Services: courier, despatch or delivery services of the Pieces to the Customer’s Client.

Customer: the person or firm who purchases Services from the Company as identified in the Contract Details.

Customer’s Client: a customer or client of the Customer, from whom an order for Pieces is placed with the Customer (either by means of the WMS or otherwise).

Customer Data: any data entered by Customer (or by the Company on the Customer’s behalf) into the WMS.

Customer Default: has the meaning set out in Condition 5.5.

DPA: the Company’s Data Processing Addendum appended to and forming part of these Conditions.

Facility: The Company’s warehouse or storage facility, used to store the Pieces.

Integration: bears the meaning ascribed to it in Condition 11.1.

Intellectual Property Rights: copyright and related rights, trade marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights.

Migration Services: any services provided by the Company in connection with the transfer of stock at the Customer’s request to an alternative or replacement service provider, including packing Pieces for collection by or on behalf of the Customer.

Piece: an item delivered by or on behalf of the Customer to the Facility, in respect of which the Services are provided.

Quotation: the most recent document agreed between the Company and the Customer from time to time which sets out the pricing for the Services.

Quotation Period: in respect of each Quotation, the period of 12 months (or such other period as may be stated in the Quotation) from the date of agreement of the Quotation;

Services: the services, supplied by the Company to the Customer as set out in the Service Description, and any ancillary services or materials provided by the Company to the Customer.

Service Description: the description or specification of the Services provided or referenced in a Quotation.

TUPE: Transfer of Undertakings (Protection of Employment) Regulations 2006.

TUPE Transfer: a situation where the Company is a transferee as defined by TUPE as a result of providing Services to or for the benefit of the Customer (or intending to do so).

WMS: means the online stock management and order processing system to which the Company gives access to the Customer.

WMS Documentation: the user documentation pertaining to the WMS as made available by the Company at www.mintsoft.com/features/ and as may be updated from time to time.

WMS Terms: Conditions 16 to 21 below.

1.2 Interpretation:

1.3 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

1.4 Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.5 A reference to writing or written includes faxes and emails.

1.6 A reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.

2. Basis of contract

2.1 The Contract Details shall only be deemed to be accepted on the earlier of (a) the date of the second of the signatures of the Contract Details; or (b) any act by the Company consistent with the fulfilling of the Services, at which point and on which date the Contract shall come into existence (Commencement Date).

2.2 Any samples, drawings, descriptive matter or advertising issued by the Company, and any descriptions or illustrations contained in the Company’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

2.3 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.4 Any Quotation given by the Company in relation to its services shall not constitute an offer, and is only valid for a period of one month from its date of issue.

2.5 In the event that the Customer wishes to order Courier Services, orders for the same shall be placed by the Company on the Carrier Terms, using the Carrier selected by the Customer. Such Carrier Terms shall apply between the Company and the Customer in respect of any such Courier Services, with the necessary changes having been deemed to have been made to the Carrier Terms in order for them to so apply. The Company is not and does not contract as a common carrier.

2.6 The Web Tool Terms set out below shall apply in respect of the WMS only.

3. Supply of Services

3.1 The Company shall supply the Services to the Customer in accordance with the Service Description in all material respects.

3.2 The Company shall be entitled to suspend acceptance of delivery of (and provision of the Services in respect of) any further Pieces not already delivered to it, on reasonable notice, being at least 7 days. The Company shall notify the Customer of such suspension in writing and the reason for it.

3.3 The Company shall use all reasonable endeavours to meet any performance dates or order processing times (in respect of picking, packing or otherwise) specified in the Contract Details or Quotation, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.4 The Company reserves the right to amend the Service Description if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Company shall immediately notify the Customer in any such event.

3.5 In providing the Services, the Company shall:

(a) co-operate with the Customer in all matters relating to the Services, and comply with instructions of the Customer;

(b) perform the Services with the best care, skill and diligence in accordance with best practice in the Company’s industry, profession or trade;

(c) use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Company’s obligations are fulfilled in accordance with the Contract;

(d) ensure that the Services will conform with all descriptions, standards and specifications set out in the Quotation;

(e) provide all equipment, tools and vehicles and such other items as are required to provide the Services;

(f) obtain and at all times maintain all licences and consents which may be required for the provision of the Services;

(g) comply with all applicable laws, regulations, regulatory policies, guidelines or industry codes which may apply from time to time to the provision of the Services;

(h) observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer’s premises; and

(i) hold all the Piece) in safe custody, maintain the Pieces in good condition until returned to the Customer, and not dispose or use the Pieces other than in accordance with the Customer’s written instructions or authorisation.

3.6 The Company shall store the Pieces so that they remain readily identifiable as the Customer’s property; and shall not remove, deface or obscure any identifying mark or packaging on or relating to the Pieces.

3.7 The Customer and its employees, agents and representatives may, by prior arrangement with the Company, access the Facility during normal business hours for the purpose of delivering and inspecting the Pieces and removing any Pieces not subject to the Company’s lien in Condition 9.

3.8 The Company shall promptly, on request, provide information to the Customer regarding the security systems in place at each of the Facilities.

3.9 In the absence of specific prior written agreement with the Company giving sufficient detail, the Customer acknowledges that no particular precautions nor any express special treatment need be taken or provided for the provision of the Services in respect of the Pieces, including any ambient or temperature requirements, subject at all times that all reasonable care will be taken to the standard of a prudent supplier of the Services.

3.10 For the avoidance of doubt, except as expressly specified in the Contract Details, Services do not include any packaging. All packaging must be provided by the Customer. Any packaging used by the Company in providing Services will be charged to the Customer in accordance with the Company’s then-current prices for packaging.

4. risk and insurance

4.1 The Customer acknowledges and agrees that the Company is not obliged to insure the Pieces to a value in excess of the limit of liability set out in Condition 12.3.

4.2 During the term of the Contract, the Company shall maintain in force, with a reputable insurance company and public liability insurance to cover the liabilities that may arise under or in connection with the Contract and shall, on the Customer’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.

4.3 To the extent that any additional insurance beyond Condition 4.2 is required by the Customer, the Customer shall ensure that at all times during the Contract the Pieces are insured against all insurable risks to their full insurable value (including all duties and taxes). The Customer shall ensure that any right for an insurer to bring a subrogated claim against the Company is excluded.

4.4 Except to the extent that Courier Services are provided by the Company in respect of the Pieces, Pieces shall be deemed delivered to the Customer (and therefore, in either case, no longer the responsibility of the Company) when they are delivered into the possession of the Customer or an agent or service provider of the Customer (including any carrier engaged by the Customer, or by the Company on the Customer’s behalf).

4.5 To the extent that Courier Services are provided by the Company in respect of the Pieces, Pieces shall be deemed delivered (and therefore, in either case, no longer the responsibility of the Company) when they are delivered into the possession of the Customer’s Client or its agent.

5. Customer’s obligations

5.1 The Customer shall:

(a) ensure that any information it provides in respect of the Services, and any forms completed by it in respect of the Company’s compliance with applicable laws (including its Tax Compliance Questionnaire) is complete and accurate;

(b) co-operate with the Company in all matters relating to the Services;

(c) provide the Company with such information and materials as the Company may reasonably require for compliance purposes (including in any tax compliance questionnaire, under the Fulfilment House Due Diligence Scheme, or for import/export duty payment verification purposes) or in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

(d) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;

(e) comply with all applicable laws, including health and safety laws;

(f) use the WMS only in accordance with the Web Tool Terms and the Company’s reasonable written instructions or authorisation;

(g) comply with any additional obligations as set out in the Service Description; and

(h) ensure that all times the Pieces are and shall be free of any legal charge.

5.2 The Customer acknowledges that the Company may be unable to provide the Services in the event of a sales promotion by the Customer resulting in a higher volume of orders for Pieces, and that any service levels agreed for order processing by means of the Services shall not apply during a sales promotion. The Customer shall notify the Company not less than 1 week in advance of any sales promotion in respect of any of the Pieces, and ensure that any ‘next day delivery’ options are suspended for the duration of the sales promotions.

5.3 The Customer warrants on an ongoing basis that:

(a) it is either the owner of the Pieces or is authorised by the owner to deal with the Pieces on the terms of this Agreement;

(b) it has supplied to the Company all material information relating to its requirements for the Services which has been reasonably requested by the Company and such information is accurate in all material respects.

5.4 The Customer shall ensure that when visiting a Facility its employees, agents and representatives shall: (i) co-operate as far as may be reasonably necessary with the Company’s employees; (ii) act in such a way as to avoid causing unreasonable or unnecessary disruption to the routine and procedures of the Company; and (iii) comply with all rules and reasonable instructions issued from time to time by the Company relating to the use and security of the Facility.

5.5 If the Company’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

(a) without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Company’s performance of any of its obligations;

(b) the Company shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Company’s failure or delay to perform any of its obligations as set out in this Condition 5.5; and

(c) the Customer shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Customer Default.

6. Charges and payment

6.1 To the extent that Charges for the Services are stated in the Quotation as being fixed for the Quotation Period, the Charges shall be calculated and paid in accordance with the Quotation. Unless and until a new Quotation is agreed, any Charges for Services fixed in a Quotation shall from the end of the Quotation Period and from each 1 January thereafter be subject to an increase to be notified by the Customer to the Customer in writing with not less than 6 weeks notice in writing.

6.2 Except to the extent that any charges for Services are stated in the Quotation as being fixed in respect of the Quotation Period, Charges shall be applied in accordance with the Company’s standard charges for such Services as may be in effect from time to time and available on request.

6.3 Any Charges payable on a monthly or other periodic basis shall commence on the earlier of: (i) the first provision of an Integration to the Customer under the Contract; (ii) the first delivery of Pieces into the Facility under the Contract.

6.4 For Migration Services, any Charges shall be payable in advance, in accordance with the Company’s then-current charges for Migration Charges, available on request

6.5 Except in relation to Migration Services and otherwise as agreed between the parties, the Company shall invoice the Customer monthly in arrears or as otherwise specified in the Contract Details.

6.6 The Customer shall ensure that in respect of any delivery of Pieces to the Facility, the consignee is stated (in all applicable waybills, commercial invoices and delivery documentation) to be the Customer, not the Company. The Customer shall ensure that it pays all import duties and similar charges payable in respect of the delivery of the Pieces to the Facility, and shall reimburse the Company in respect of reasonable and properly incurred costs or expenses incurred by the Company arising out of the Customer’s failure to do so. In the event that any such duties or charges are invoiced or charged to the Company, the Company shall notify the Customer of such invoice or charge and the Customer shall ensure that the relevant sums are paid. In the event that the Company does not receive confirmation of the Customer’s payment of the relevant sums within 2 days following any reminder sent to the Customer in respect of such payment, the Customer authorises the Company to pay such sums on the Customer’s behalf and the Customer shall reimburse any and all such costs (together with its then-current administration charges, available on request) within 7 days of a written request from the Company evidencing payment of such costs on behalf of the Customer.

6.7 Except where otherwise stated on an invoice or in these Conditions (including without limitation, for any Migration Services), the Customer shall pay each invoice submitted by the Company:

(a) within 30 days of the date of the invoice; and

(b) in full and in cleared funds to a bank account nominated in writing by the Company, and

time for payment shall be of the essence of the Contract.

6.8 The Company may suspend any or all of the Services if the Customer fails to pay any sums due to the Company by the due date for payment and does not remedy such failure within 14 days’ further notice given by the Company requiring the Client to do so.

6.9 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Company to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Company, pay to the Company such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

6.10 If the Customer fails to make a payment due to the Company under the Contract by the due date, then, without limiting the Company’s remedies under Condition 13, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Condition 6.10 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

6.11 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

7. Confidentiality and publicity

7.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by this Condition 7.

7.2 Each party may disclose the other party’s confidential information:

(a) 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 the Contract.; and

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

7.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract, or for the purposes of compliance with legal and regulatory requirements (including provision of documents and information to HMRC for compliance purposes).

7.4 The Company acknowledges that all information and data related to the design of the Pieces and the Customer’s Clients is the confidential information of the Customer.

7.5 Notwithstanding this Condition 7, the Company shall be entitled to use any trade mark or logo used by the Customer, for the purposes of identifying the Customer as a client on the Company’s website, social media accounts and promotional materials.

7.6 Either party, subject to the other’s approval (not to be unreasonably withheld), may describe to potential customers its role in relation to the Contract and, if applicable, the services provided to the other party, on its website and in other promotional materials. Any such approval shall constitute a waiver of the requirements of this Condition 7.

8. Intellectual property rights

8.1 All Intellectual Property Rights in the WMS are owned by the Company and its licensors.

8.2 All Intellectual Property Rights in the Pieces or in and arising of out of in connection to the Services are owned by the Customer. The Company acknowledges that it is not granted any rights in the Intellectual Property Rights in the Pieces under these terms and that the Pieces are the exclusive property of the Customer.

9. The Company’s right to hold and dispose of the Pieces

9.1 Whilst Pieces held by the Company (to include stock, merchandise, packaging and other goods) remain the sole property of the Customer at all times, and notwithstanding that the Company acknowledges and agrees that it has no ownership rights over the Pieces, the Company shall have the right to withhold and dispose of some or all of the Pieces if the Customer fails to pay the Charges (including any charges for Migration Services) and any payments due to the Company. While the Company holds the Pieces the Customer will be liable to pay all charges and other costs (including legal costs) reasonably incurred by the Company in recovering the Company’s charges and applying the Company’s right of lien. These Conditions shall continue to apply in the meantime.

9.2 The Company may give the Customer 30 days’ notice requiring the Customer to settle all outstanding sums due to the Company. If the Customer does not settle such sums within this 30-day notice period, the Company shall be permitted to dispose of some or all of the Pieces by such means as it shall choose in its absolute discretion.

9.3 The Company will credit any sums realised as a result of the disposal of Pieces against the outstanding sums owed to Customer’s account less any costs reasonably incurred by the Company in connection with its chosen means of disposal.

9.4 In the event that any excess remains due to the Customer following such crediting, the Company will attempt to pay such sums to the Customer. If the Company is, having made all reasonable endeavours to do so, unable to credit the Customer’s account with any such sums, the Company will give the Customer 90 days’ notice requiring the Customer to provide alternative means to receive any such payment. If no such alternative means are supplied within such 90-day period, the Company shall be permitted to keep the sums for the Company’s own account.

9.5 If there are no excess monies as a result of the disposal of Pieces, the Company shall notify the Customer and require it to pay all outstanding monies due within 14 days. The Company shall be entitled to apply interest as set out in Condition 6.10 until the balance is paid in full.

10. DATA PROTECTION AND DATA PROCESSING

10.1 The Customer and the Company acknowledge that for the purposes of the data protection legislation, the Customer is the data controller and the Company is the data processor in respect of any personal data (as such terms are defined in data protection legislation) processed by the Company on behalf of the Customer in providing the Services. The Customer acknowledges that certain Carriers may act as data controller in their fulfilment of Courier Services.

10.2 The terms of the DPA as may be updated by the Company and notified to the Customer by email from time to time shall apply to the Company’s processing of personal data on behalf of the Customer.

11. Integrations and third party services

11.1 This Condition 11 sets out the terms and conditions specific to third party integrations in connection with the WMS, as such integrations may be agreed between the parties and specified in a Quotation or Contract Details (each an “Integration”) and apply to all Integrations. The Company shall use reasonable endeavours to operate and maintain the Integrations. The Company provides only an Integration and not the service or product which is subject to Integration (Third Party Service). By way of example, in the event that the Customer uses Zedonk or any other ERP platform, the Company provides only the means for the WMS to integrate with the customer’s ERP platform, not the ERP platform itself. In the event that the Customer uses DHL, Fedex, UPS, Royal Mail or DPD (or any other courier service) for delivery, the Company provides only the means for the WMS to integrate with the Customer’s courier account, not the courier service itself. The scope of each Integration from time to time is available at the following URL: https://www.mintsoft.com/integrations/. The Customer acknowledges and agrees that:

(a) The Company does not operate nor has any control over the Third Party Service, and is not responsible for the features or content of the Third Party Service;

(b) The Company’s provision of an Integration in respect of a Third Party Service does not imply any endorsement or any association with that Third Party Service;

(d) The Company may remove an Integration at any time in the event that the relevant Third Party Service removes support for the Integration, or ceases to make it available on commercially reasonable terms;

(e) the Integration may not permit transfer of certain fields of information (without limitation, certain Integrations do not facilitate stock synchronisation);

(f) The Company shall not be held liable and does not accept any liability, obligation, or responsibility whatsoever for any loss or damage the Customer may suffer in connection with the Integration;

(g) the Customer consents with and instructs the Company to transfer data to and from the Third Party Services (if required to effect an Integration), including any personal pursuant to applicable data protection laws;

(h) the Customer will defend and indemnify the Company against all liabilities, damages, losses, costs, fees (including legal fees), and expenses to the extent arising from (i) the Customer’s misuse of an Integration or violation of this section or of the terms of the Third Party Service provider;

(i) The Company will not be responsible for any act or omission of the Third Party Service(including removal of access to, or failure or defect of, any API used to enable an Integration), nor for any failure of the Services caused by any non-standard configuration of the Customer’s Third Party Service account, nor any effects on Customer’s use of the Third Party Service due to its being used in connection with the Services.

11.2 The Customer acknowledges that the Services may involve the Company corresponding and co-operating with other service providers acting on behalf of Customer or Customer’s Client. The Company makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the services or use of, or correspondence with, any such third-party service provider, or any transactions completed, and any contract entered into by the Customer, with any such third party, including in relation to any Integration. Any contract entered into and any transaction completed via any third-party service provider or Customer’s Client is between the Customer and the relevant third party, and not the Company. The Company recommends that the Customer refers to the third party’s terms and conditions and privacy policy prior to using the relevant third-party. The Company does not endorse or approve any third-party service provider nor the content of any third-party services.

12. Limitation of liability: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CONDITION

12.1 Nothing in the Contract shall limit or exclude the Company’s liability for:

(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

(b) fraud or fraudulent misrepresentation; or

12.2 Subject to Condition 12.1, the Company shall 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:

(a) loss of profits;

(b) loss of sales or business;

(d) loss of anticipated savings;

(e) loss of use or corruption of software, data or information;

(f) harm to reputation or loss of goodwill; and

(g) any indirect or consequential loss.

12.3 Subject to Condition 12.1 and 12.4, the Company’s aggregate total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited as follows:

(a) In respect of liability arising out of the loss, theft or damage of any Pieces which occurs other than in the course of the provision of Courier Services, the lesser of: (i) the original purchase cost to the Customer of the Pieces in question, as evidenced by the original purchase invoice from the Customer’s supplier; or (ii) £25,000;

(b) In respect of liability arising out of the loss, theft or damage of any Pieces which occurs in the course of the provision of Courier Services, the amount of compensation paid by the Carrier to the Company under the Carrier Terms, the maximum such amount being as referred to or set out within the Carrier’s terms and conditions and/or available on request from the Company.

(c) In respect of any liability arising in respect of any personal data (as defined in the Company’s Data Processing Addendum), which occurs in the course of the provision of Courier Services, the amount of compensation paid by the Carrier to the Company under the Carrier Terms.

(d) In respect of all other liability, 100% of the Charges paid and payable to the Company under the Contract in the 3 month period immediately preceding the event that gave rise to the Customer’s claim for damages.

12.4 To the extent that any Piece is dispatched to an incorrect destination due to an error by the Company to provide the Services (including incorrect labelling, incorrect packing) (“Packing Error”):

(a) The Company’s liability in respect of any additional transport costs of the Customer arising in respect of a Packing Error shall be limited to a credit against Charges equivalent to actual transport costs, approved in advance by the Company, at the lowest reasonable cost of transport, and such credit shall solely be due to the extent that the costs are incurred as a direct result of the Packing Error;

(b) The Company’s liability in respect of any additional customs charges or similar, and any additional import or export-related charges arising due to a Packing Error, shall be limited to a credit against additional charges that the Customer has reasonably incurred solely as a result of the error and only to the extent that the Customer is unable to recover such additional charges from their Customer or relevant Customs authority;

(d) subject to Condition 12.1, the Company shall have no other liability for a Packing Error.

12.5 In the event that the Company loses any Piece in the course of providing Services other than Courier Services, then the Company’s liability shall, subject to the limits in section 12.3(a), be subject to the following process:

(a) the Piece shall not be considered lost until a period of 30 days from the date of the date of the Customer’s Client’s order for the Piece;

(b) The Company may meet such liability by means of a credit note to the Customer in respect of the Charges.

(c) Title in the Piece shall transfer to the Company at the time that the credit note is applied to the Customer’s account.

12.6 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

12.7 The Company shall not be liable for any loss or theft of or damage to Pieces except to the extent that it is directly caused by negligence or wilful act or default of, or breach of duty owed to the Customer by, the Company, its employees (acting in furtherance of their duties as employees) or sub-contractors or agents (acting in furtherance of their duties as sub-contractors or agents).

12.8 The Customer agrees that it will not pursue any claims against the Company for any liability the Company may have in respect of any loss or theft of or damage to any Pieces until Customer first makes claims against Customer’s insurance provider(s) and such insurance provider(s) finally resolve(s) such claims.

12.9 The Customer acknowledges that it does not have any contractual relationship with any subcontractor or service provider engaged by the Company (the Company Provider) in the provision of the Services, and that the Company Providers do not owe the Customer a duty of care. To the extent permitted by law: (i) the Customer shall not make any claim, demand or bring any legal action against any the Company Provider in connection with or arising out of the provision or failure to provide the Services; and (ii) the Company Providers shall not have any liability to the Customer in in connection with or arising out of the provision or failure to provide the Services. All Company Providers shall have the benefit of this clause such that they have the right to enforce this clause on their own behalf.

12.10 This Condition 12 shall survive termination of the Contract.

12.11 The Company and the Customer intend that the Carrier shall have the benefit of Condition 12.3(b). No Carrier (or any subcontractor of such Carrier) shall be under any greater liability to the Customer than is the Company. The parties enter into the Contract on the basis that Carriers are entitled to the limits of liability contained in Condition 12.3(b).

13. Termination

13.1 Without affecting any other right or remedy available to it, either party may terminate the Contract on giving not less than 12 weeks written notice to the other party.

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

(a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;

(b) 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 business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(d) the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

13.3 Without affecting any other right or remedy available to it, the Company may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract more than 30 days following the due date for payment.

13.4 Without affecting any other right or remedy available to it, the Company may suspend the supply of Services under the Contract or any other contract between the Customer and the Company if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in Condition 13.2(b) to Condition 13.2(d), or the Company reasonably believes that the Customer is about to become subject to any of them.

14. Consequences of termination

On termination of the Contract under Clause 13:

(a) 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;

(b) the Customer shall collect from the Facility any Pieces held by the Company. If the Customer fails to do so within 60 days of termination, then the Company may dispose of them. No warranty is given in respect of the security or treatment of the Pieces from 30 days following termination. The Pieces are at Customer’s own risk during any period following 30 days from termination.

14.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

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

14.4 In the event that the Company enters into administration, liquidation, receivership, or any form of insolvency proceedings, the Customer shall have the immediate right to enter the Company’s premises (or any location where the pieces are stored) to identify and recover its Pieces. The recovery of Goods shall be subject only to payment of any outstanding charges properly incurred under this Contract up to the date of recovery. The Company (or any appointed administrator or receiver) shall provide full cooperation to enable the Customer to collect its Pieces without undue delay or obstruction

15. tupe

15.1 Where there is a TUPE Transfer, the Customer will indemnify the Company against all liability and expense which the Company may incur in connection with: (i) the employment or the termination of employment of any employee; (ii) any failure by the Customer to comply with its legal obligations in respect of any employee; (iii) the transfer to the Company, by virtue of TUPE, of the employment of any person or the applicability of terms of employment, other than those previously notified in writing to, and previously accepted by, the Company; (iv) any act or omission of the Customer at any time for which the Company becomes liable by virtue of TUPE; or (v) the Customer’s failure to comply with its obligations under TUPE.

WMS terms

16. authority to use

16.1 Subject to these Conditions, the Company hereby grants to the Customer a non-exclusive, non-transferable right to use and permit its employees (“Authorised Users”) to use the WMS solely for the Customer’s internal business operations in relation to Pieces in respect of which the Company provides the Services.

16.2 The Customer shall not:

(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:

(i) and except to the extent expressly permitted under these Conditions, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the WMS in any form or media or by any means; or

(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the WMS; or

(b) access all or any part of the WMS in order to build a product or service which competes with the WMS; or

(d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the WMS available to any third party except the Authorised Users of the Customer for the Customer’s own internal business purposes; or

(e) attempt to obtain, or assist third parties in obtaining, access to the WMS and/or WMS Documentation, other than as provided under this Condition;

16.3 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the WMS and/or the WMS Documentation and, in the event of any such unauthorised access or use, promptly notify the Company.

16.4 The Company may terminate access to the WMS in the event that any Authorised User commits any act or omission which would, if committed by the Customer, be a breach of these WMS Terms.

16.5 The rights provided under this Condition are granted to the Customer only, and shall not be considered granted to any third party including any subsidiary or holding company of the Customer.

17. making the WMS available

17.1 The Company shall use commercially reasonable endeavours to make the WMS available 24 hours a day, seven days a week, except for:

(a) planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and

(b) unscheduled maintenance, provided that the Company has used reasonable endeavours to give the Customer notice in advance.

18. Customer data

18.1 The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.

18.2 In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy shall be for the Company to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Company. The Company shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Company to perform services related to Customer Data maintenance and back-up).

18.3 If the Company processes any personal data on the Customer’s behalf by means of the WMS, the parties record their intention that the Customer shall be the data controller and the Company shall be a data processor and in any such case the Company Data Processing Addendum as provided by the Company and updated by it from time to time shall apply.

18.4 The Customer shall not access, store, distribute or transmit any viruses, malware, or any material during the course of its use of the WMS that:

(a) uses bots or other automated methods to access the WMS, add or download contacts, send or redirect messages;

(b) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(d) depicts sexually explicit images;

(e) promotes unlawful violence;

(f) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability;

(g) breaches a duty of confidentiality owed to a third party or infringes the Intellectual Property Rights of any person; or

(h) in a manner that is otherwise illegal or causes damage or injury to any person or property;

and the Company reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this Condition 18.4.

19. The Company’s obligations regarding the WMS

19.1 The Company shall use commercially reasonable endeavours to provide the WMS in accordance with the WMS Documentation.

19.2 The Company shall have no responsibility or liability to the extent of any non-conformance of the WMS with the WMS Documentation which is caused by use of the WMS contrary to the Company’s instructions, or modification or alteration of the WMS by any party other than the Company or the Company’s duly authorised contractors or agents. If the WMS does not conform with the WMS Documentation, the Company will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly, or to provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of Condition 19.1. Notwithstanding the foregoing, the Company:

(a) does not warrant that the Customer’s use of the WMS will be uninterrupted or error-free; or that the WMS, WMS Documentation and/or the information obtained by the Customer through the WMS will meet the Customer’s requirements; and

(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the WMS and WMS Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

19.3 These Conditions shall not prevent the Company from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these Conditions.

19.4 The Company warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these Conditions.

20. Customer’s obligations regarding the WMS

The Customer shall:

(a) ensure that its Authorised Users use the WMS and the WMS Documentation in accordance with these Conditions and shall be responsible for any Authorised User’s breach of them;

(b) obtain and shall maintain all necessary licences, consents, and permissions necessary for the Company, its contractors and agents to perform their obligations under these Conditions, including without limitation in relation to the WMS;

(c) ensure that its network and systems comply with the relevant specifications provided by the Company from time to time;

(d) not engage in any penetration testing or similar in respect of the WMS without prior written notice from the Company; and

(e) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Company’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.

21. Disclaimer regarding the WMS

21.1 Except as expressly and specifically provided in these Conditions:

(a) the Customer assumes sole responsibility for results obtained from the use of the WMS and the WMS Documentation by the Customer, and for conclusions drawn from such use. The Company shall have no liability for any infringement, any damage caused by errors or omissions in any information, instructions or scripts provided to the Company by the Customer in connection with the WMS, or any actions taken by the Company at the Customer’s direction;

(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Conditions; and

22. General

22.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

22.2 Assignment and other dealings.

(a) The Company may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

(b) The Customer shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Company.

22.3 Entire agreement.

(a) The 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.

(b) Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

22.4 Changes to these Conditions. The Company may at its absolute discretion from time to time modify or update any of these Conditions or other documents referred to in any part of the Contract (excluding in each case the Charges, which may be updated in accordance with section 6) by notifying the Customer of such modification or update by e-mail (together with a copy of the update or a link to a copy of the update) or by any other means which the Company elects (“Update Notification”). The document(s) subject to such Update Notification shall replace the preceding version of the same document(s) for the purposes of the Contract from the date 30 days after Update Notification of such revised document(s) (or at such later date as the Company may specify).

22.5 Severance. If any provision or part-provision of the 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 Condition shall not affect the validity and enforceability of the rest of the Contract.

22.6 Third party rights. Except to the extent that it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

22.7 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in, accordance with the law of England and Wales.

22.8 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

The Company Data Processing Addendum

This Addendum is subject to and forms part of the Conditions of Service agreed between Customer and the Company (as defined in those Conditions of Service).

Part A

Definitions
- In this Addendum defined terms shall have the same meaning, and the same rules of interpretation shall apply as in the Conditions of Service. In addition, in this Data Protection Addendum the following definitions have the meanings given below:

Controller, Data Subject, Personal Data, Processor, Personal data Breach, and processing: have the meaning given in Data Protection Laws from time to time;

Data Protection Laws: means the General Data Protection Regulation ((EU) 2016/679) (“GDPR””) as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018, and the Data Protection Act 2018.

Data Subject Request: means a request made by a Data Subject to exercise any rights of Data Subjects under Chapter III of the GDPR;

International Recipient: means the organisations, bodies, persons and other recipients to which Transfers of the Protected Data are prohibited under paragraph 10.1 without the Customer’s prior written authorisation;

Lawful Safeguards: means such legally enforceable mechanism(s) for Transfers of Personal Data as may be permitted under Data Protection Laws from time to time;

Protected Data: means Personal Data received from or on behalf of the Customer in connection with the performance of the Services under the Contract; and

Sub-Processor: means any agent, subcontractor or other third party (excluding its employees) engaged by the Company for carrying out any processing activities on behalf of the Customer in respect of the Protected Data.

Supervisory Authority: means any local, national or multinational agency, department, official, parliament, public or statutory person or any government or professional body, regulatory or supervisory authority, board or other body responsible for administering Data Protection Laws; and

Transfer: bears the same meaning as the word ‘transfer’ in Article 44 of the GDPR (and related terms such as Transfers, Transferred and Transferring have corresponding meanings).

Customer’s compliance with data protection laws

The parties agree that the Customer is a Controller and that the Company is a Processor for the purposes of processing Protected Data pursuant to the Contract. The Customer shall at all times comply with all Data Protection Laws in connection with the processing of Protected Data. The Customer shall ensure all instructions given by it to the Company in respect of Protected Data (including the terms of this Agreement) shall at all times be in accordance with Data Protection Laws. To the extent the Customer is not sole Controller of any Protected Data it warrants that it has full authority and authorisation of all relevant Controllers to instruct the Company to process the Protected Data in accordance with the Contract. The Customer shall be responsible for ensuring all users of the Web Tools read and understand the Company’s Privacy Policy available on request and as may be updated from time to time.

The Company’s compliance with data protection laws

The Company shall process Protected Data in compliance with the obligations placed on it under Data Protection Laws and the terms of the Contract.

Instructions
- The Company shall only process the Protected Data in accordance with Part B of this Addendum and the Contract (and not otherwise unless alternative processing instructions are agreed between the parties in writing) (Processing Instructions) except where otherwise required by applicable law (and shall inform the Customer of that legal requirement before processing, unless applicable law prevents it doing so on important grounds of public interest).
- Without prejudice to paragraph 2 above, if the Company believes that any instruction received by it from the Customer is likely to infringe the Data Protection Laws it shall promptly inform the Customer and be entitled to cease to provide the relevant Services until the parties have agreed appropriate amended instructions which are not infringing.
- The Customer acknowledges and agrees that the execution by any Authorised User of any computer command to process (including deletion of) any Protected Data made in the use of the Web Tools will be a Processing Instruction (other than to the extent such command is not fulfilled due to technical, operational or other reasons). The Customer shall ensure that Authorised Users do not execute any such command unless authorised by the Customer (and by all other relevant Controller(s)) and acknowledges and accepts that if any Protected Data is deleted pursuant to any such command the Company is under no obligation to seek to restore it.
Security

Taking into account the state of technical development and the nature of processing, the Company shall implement and maintain the technical and organisational measures set out in Part B of this Addendum to protect the Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access.

Sub-processing and personnel
- Subject to paragraph 2, the Company shall not engage any Sub-Processor for carrying out any processing activities in respect of the Protected Data in connection with the Contract without the Customer’s prior written authorisation. The Customer shall not unreasonably object to any new Sub-Processor (or any change to any of the Sub-Processors).
- The Customer authorises the appointment of Access UK Ltd and each Sub-Processor (or any change to any of the Sub-Processors) identified on the List of Sub-Processors as updated and notified by the Company from time to time. The Customer’s right to object to the appointment of a new Sub-Processor (or any change to any of the Sub-Processors) following the relevant notice introducing that change may be exclusively exercised by terminating the Contract in accordance with its rights following the notice introducing the change.
- The Company shall:
  - prior to the relevant Sub-Processor carrying out any processing activities in respect of the Protected Data, ensure each Sub-Processor is appointed under a written contract containing materially similar obligations as under paragraphs 3 to 13 of this Addendum;
  - remain fully liable for all the acts and omissions of each Sub-Processor as if they were its own.
- The Company shall ensure that all natural persons authorised by it (or by any Sub-Processor) to process Protected Data are subject to an obligation to keep the Protected Data confidential (except where disclosure is required in accordance with applicable law).
List of Sub-Processors

The List of authorised Sub-Processors from time to time is maintained by the Company on its website. The Customer authorises the appointment of the following Sub-Processors: Access UK Ltd (for provision of the Web Tools, as defined in the Conditions of Service).

For the avoidance of doubt, Royal Mail is not a Sub-Processor, but an independent data controller to which Protected Data is passed by the Company on the instructions of the Customer.

Assistance
- The Company shall refer all Data Subject Requests it receives to the Customer without undue delay. The Customer shall pay the Company for all work, time, costs and expenses incurred by the Company or any Sub-Processor(s) in connection with such activity, calculated on a time and materials basis at the Company’s then-current rates, available on request.
- The Company shall use reasonable endeavours to provide such assistance as the Customer reasonably requires (taking into account the nature of processing and the information available to the Company) to the Customer in ensuring compliance with the Customer’s obligations under Data Protection Laws with respect to:
  - security of processing;
  - data protection impact assessments (as such term is defined in Data Protection Laws);
  - prior consultation with a Supervisory Authority regarding high risk processing; and
  - notifications to the Supervisory Authority and/or communications to Data Subjects by the Customer in response to any Personal Data Breach,

provided the Customer shall pay the Company for all work, time, costs and expenses incurred by the Company or any Sub-Processor(s) in connection with providing the assistance in this paragraph 8.2, calculated on a time and materials basis at the Company’s then-current rates, available on request.

Information and Audit
- The Company shall maintain, in accordance with Data Protection Laws binding on the Company, written records of all categories of processing activities carried out on behalf of the Customer.
- On request, the Company shall provide the Customer (or auditors mandated by the Customer) with a copy of the third party certifications and audits to the extent made generally available to its customers (as updated from time to time). Such information shall be confidential to the Company, and shall be treated as such in accordance with the Confidentiality provisions of the Conditions of Service.
International transfers
- Subject to paragraphs 2 and 10.3, the Company shall not Transfer any Protected Data:
  - to any country or territory outside the United Kingdom; and/or
  - to an organisation and/or its subordinate bodies governed by public international law, or any other body which is set up by, or on the basis of, an agreement between two or more countries,

without the Customer’s prior written authorisation except where required by applicable law.

The Customer hereby authorises the Company (or any Sub-Processor) to Transfer any Protected Data to any International Recipient(s), provided all Transfers of Protected Data by the Company (or any Sub-Processor) to an International Recipient shall (to the extent required under Data Protection Laws) be effected by way of Lawful Safeguards and in accordance with Data Protection Laws and the Contract. The provisions of the Contract (including this Data Protection Addendum) shall constitute the Customer’s instructions with respect to Transfers in accordance with paragraph 1.
The Customer acknowledges that due to the nature of cloud services, the Protected Data may be Transferred to other geographical locations in connection with use of the Services further to access and/or computerised instructions initiated by Authorised Users. The Customer acknowledges that the Company does not control such processing and the Customer shall ensure that Authorised Users (and all others acting on its behalf) only initiate the Transfer of Protected Data to other geographical locations if Lawful Safeguards are in place and that such Transfer is in compliance with all applicable laws.

Audits and processing

The Company shall, in accordance with Data Protection Laws, make available to the Customer such information that is in its possession or control as is necessary to demonstrate the Company’s compliance with the obligations placed on it under this Addendum and to demonstrate compliance with the obligations on each party imposed by Article 28 of the GDPR (and under any equivalent Data Protection Laws equivalent to that Article 28), and allow for and contribute to audits, including inspections, by the Customer (or another auditor mandated by the Customer) for this purpose (subject to a maximum of one audit request in any 12 month period under this paragraph 11).

Breach

The Company shall notify the Customer without undue delay and in writing on becoming aware of any Personal Data Breach in respect of any Protected Data.

Deletion/return and survival

On the end of the provision of the Services relating to the processing of Protected Data, at the Customer’s cost and the Customer’s option, the Company shall either return all of the Protected Data to the Customer or securely dispose of the Protected Data (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires the Company to store such Protected Data.

Data processing and security details

23. Section 1—Data processing details

Processing of the Protected Data by the Company under the Contract shall be for the subject-matter, duration, nature and purposes and involve the types of Personal Data and categories of Data Subjects set out in this Section 1 of this Part B.

Subject-matter of processing:

The provision of the Company’s wholesale fulfilment and e-commerce service.

Duration of the processing:

For the length of the Contract.

Nature and purpose of the processing:

To enable the Company to pick, pack, and process orders for Pieces to Customer’s Clients, and to instruct Carriers to fulfil Courier Services according to the Customer’s instructions.

Type of Personal Data:

Name, delivery address, email address and phone number, Pieces ordered.

Categories of Data Subjects:

Customer’s Clients and (as applicable) their personnel.

24. Section 2—Minimum technical and organisational security measures

1 The Company shall implement and maintain the following technical and organisational security measures to protect the Protected Data:

1.1 In accordance with the Data Protection Laws, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing of the Protected Data to be carried out under or in connection with the Contract, as well as the risks of varying likelihood and severity for the rights and freedoms of natural persons and the risks that are presented by the processing, especially from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the Protected Data transmitted, stored or otherwise processed, the Company shall implement appropriate technical and organisational security measures appropriate to the risk, including as appropriate those matters mentioned in Articles 32(1)(a) to 32(1)(d) (inclusive) of the GDPR.