The following terms and conditions are the contract between you and AJ Software Solutions Limited, company number 10135122, trading as Customs-Declarations.uk (‘we’, ‘our’ or ‘us’).
Our registered business address is 10 Vintry Court, 18 Porlock Street, London SE1 3RY.
These terms apply to you (so far as the context permits) as a visitor to our Platform and/or as a client. They prevail over any terms proposed by you.
If you have any questions about our terms and conditions, please contact us.
In this agreement:
‘Account’ means, as the context requires: the records on our Platform relating to you and your business, including Declarations you have prepared, Declarations you have Filed and your transactions with us; or the pages on our Platform from which you can access such records, prepare and File Declarations, and manage your Subscriptions, your personal data, and your security information.
‘Additional Declaration Charge’ means the charge payable for Filing a Declaration once your Remaining Allowance is nil.
‘Consumer’ has the same meaning as in the Regulations, or otherwise where the context applies, any individual located in the United Kingdom or in a European Union member state who, in connection with this agreement, is acting for a purpose which is outside their business.
‘Content’ means the content that is encountered as part of your experience when visiting our Platform. Content may include, among other things: text, images, sounds, videos and animations.
‘Customs Declaration’ means a document that gives details of goods that are being imported or exported and that you wish to place under a given customs procedure.
‘Customs Office’ means His Majesty’s Revenue & Customs (HMRC), the Safety and Security Great Britain (S&S GB) platform, a Community Service Provider (CSP), a port authority, any customs authority or customs office in an EU member state, or any other governmental, regulatory or customs office or system to which a Declaration may be transmitted.
‘Declaration’ means, as the context requires, either a Customs Declaration or a Safety and Security Declaration.
‘EU’
means
the European Union.
‘ENS’
means
an entry summary declaration within the meaning of Article 127 of Regulation
(EU) No 952/2013 (the Union Customs Code).
‘File’ means to transmit a Declaration by electronic means to a Customs Office. ‘Filed’ and ‘Filing’ shall be interpreted accordingly.
‘ICS2’ means the European Union Import Control System 2 for the submission of safety and security pre-arrival information in respect of goods entering the customs territory of the European Union.
‘Intellectual Property’ means intellectual property of every sort, whether or not registered or registrable in any country, including intellectual property of kinds coming into existence after today; and including, among others, designs, copyrights, software, discoveries, know-how, together with all rights which are derived from those rights.
‘IT System Provider’ means a provider of software or technical services facilitating the preparation, validation or transmission of customs-related data, without acting as the importer, declarant, carrier, customs representative, agent or indirect representative.
‘Pay-As-You-Go Service’ means a licence to use our Platform to File a single Declaration to a Customs Office for a discrete payment.
‘Period’ means a period of one month starting the same day of the month that your Subscription was granted.
‘Platform’ means cloud-based software, owned and operated by us, available through our Website.
‘Post’ means display, exhibit, publish, distribute, transmit and/or disclose information, Content and/or other material on our Platform. The terms ‘Posted’ and ‘Posting’ shall be interpreted accordingly.
‘Pricing Plan’ means, in relation to a Subscription, a combination of a Pricing Plan Allowance and an Additional Declaration Charge.
‘Pricing Plan Allowance’ means the maximum number of Declarations you may File within a twelve month period starting on a Subscription Start Date without incurring an Additional Declaration Charge.
‘Pro-Rated Pricing Plan Allowance’ means the Pricing Plan Allowance for a Pricing Plan divided by twelve, multiplied by the number of whole months between the most recent Subscription Start Date and the end of the Period in which the Subscription ends.
‘the Regulations’ means the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.
‘Remaining Allowance’ means the remaining number of Declarations you may File given the Pricing Plan of your Subscription and the number of Declarations you have Filed.
‘Safety and Security Declaration’ means an entry summary declaration (‘ENS’) or equivalent safety and security declaration required under applicable law for the pre-arrival or pre-departure movement of goods, including for goods entering Great Britain and for goods entering the customs territory of the European Union (including under ICS2).
‘Service’ means access to our Platform for the Filing of Declarations.
‘Subscription’ means a licence to use our Service multiple times subject to the Pricing Plan you have chosen.
‘Subscription Start Date’ means the day and the month on which a Subscription started.
‘Successful’ means either: (a) that the Customs Office has confirmed that the Declaration Filed to it has been received and accepted; or (b) that the Customs Office has not confirmed that the Declaration has been rejected by the first day of the next month after it was Filed and received.
‘our Website’ means the website at www.customs-declarations.uk.
2.1. Unless the context otherwise requires, a reference in this agreement to a person is a reference to one or more individuals, whether or not formally in partnership, or to a corporation, government body, or other association or organisation.
2.2. Any agreement by any party not to do or omit to do something includes an obligation not to allow some other person to do or omit to do that same thing.
2.3. Except where stated otherwise, any obligation of any person arising from this agreement may be performed by any other person.
2.4. References to a person include references to that person’s successors, legal representatives, permitted assigns and any person to whom those rights and obligations are transferred or passed as a result of a merger, division, reconstruction or other re-organisation involving that party.
2.5. The headings to the paragraphs to this agreement do not affect the interpretation.
2.6. A reference in this agreement to an Act or Regulation includes new law of substantially the same intent as that Act or Regulation.
2.7. In the context of permission, ‘may not’ in connection with an action of yours, means ‘must not’.
2.8. In any indemnity, a reference to costs or expenses shall be construed as including the estimated cost of management time of the indemnified party.
2.9. This agreement is made only in the English language. If there is any conflict in meaning between the English language version of this agreement and any version or translation of this agreement in any other language, the English language version shall prevail.
3.1. This agreement contains the entire agreement between the parties and supersedes all previous agreements and understandings between the parties.
3.2. So far as the law allows, all implied conditions, warranties and terms are excluded from this agreement.
3.3. In entering into this contract, you have not relied on any representation, warranty, information or document or other term other than that given on our Website.
3.4. Subject to these terms and conditions, we grant you a non-transferable, non-exclusive, revocable, and limited licence to use our Service at the prices we charge from time to time.
3.5. In using our Service, you acknowledge that you understand exactly its nature and that you are satisfied it is suitable and satisfactory for your requirements.
3.6. The contract between us comes into existence when we provide you with access to an Account. At any point up until our acceptance, we may decline to provide our Service to you without giving any reason.
3.7. When we allow you to File a Declaration without specific charge to you or without reducing your Remaining Allowance, that Declaration is deemed to be:
3.7.1 Filed free of charge; and
3.7.2 separate to the Filing of any Declaration where a charge is made.
3.8. Accordingly, there is neither a contractual nor any other obligation on us in respect of the Filing of that Declaration. However, you remain obligated under these terms as far as they can be applied as if a charge had been made.
3.9. These terms apply whether you pay through our Platform or otherwise.
3.10. If you use our Platform in any way, including if you File a Declaration on behalf of another person then you warrant that you have full authority to do so and you accept personal responsibility for every act or omission by you.
3.11. Should these terms conflict with any other information we provide on our Website or elsewhere, then you agree that these terms prevail.
3.12. We may change these terms from time to time. The terms that apply to you are those published on our Website on the day the contract between us is made.
4.1. The Services are provided solely as an information technology platform enabling the preparation, validation and transmission of customs-related data.
4.2. For the avoidance of doubt, we act exclusively as an IT System Provider. We do not act as, and do not hold ourselves out as acting as, an importer of record, importer, declarant, carrier, customs representative, indirect representative, agent, broker or economic operator for the purposes of any customs, import, safety or security legislation in the United Kingdom, the European Union or any other jurisdiction.
4.3. All statutory obligations arising under applicable customs law, including any obligation to determine whether a Declaration or Safety and Security Declaration is required, and any obligation relating to the submission, accuracy, completeness, authenticity and timeliness of any Declaration (including any ENS), remain at all times with the person or entity legally required to lodge such declaration under applicable law and/or the person providing such information to the relevant Customs Office.
5.1. You warrant, represent and undertake that you are legally authorised under applicable law to submit, or to procure the submission of, any Declaration processed using the Services, whether for yourself or on behalf of any other person.
5.2. You confirm that all data, information and documentation you input, upload, generate, submit or otherwise provide through the Services (including any data used to populate a Declaration or Safety and Security Declaration) is complete, accurate, truthful, not misleading, and compliant with all applicable legal and regulatory requirements.
5.3. You acknowledge and agree that, whether you use the Services for yourself or on behalf of any third party, you remain solely responsible for:
5.3.1 determining whether any Declaration, Safety and Security Declaration and/or ENS is required;
5.3.2 determining any applicable filing deadlines;
5.3.3 ensuring that any filing is made in the correct form and to the correct Customs Office; and
5.3.4 verifying all outputs generated by the Services (whether automated or otherwise) prior to submission to any Customs Office.
6.1. Prices for our Pay-As-You-Go Services and for our Pricing Plans are clearly set out on our Website.
6.2. Prices may be changed by us at any time. However, the amount you pay will be that published on the day:
6.2.1 that you File a Declaration, if you do not have a Subscription; or
6.2.2 that we grant a Subscription.
6.3. Prices exclude value added tax (‘VAT’).
6.4. If you use our Pay-As-You-Go Services then the date that you become liable to pay us for Filing the Declaration is when we confirm that the Filing has been Successful.
6.5. If you have a Subscription then you become liable to pay us for:
6.5.1 one twelfth of the price of your Pricing Plan on the first day of each calendar month, regardless of whether you File any Declarations in the corresponding Period; and
6.5.2 any Additional Declaration Charge as you incur it.
6.6. We require payment within 14 days of submitting an invoice to you to the email address provided by you and shown in your Account.
6.7. You agree that if you do not pay us within 7 days, then we may, at our discretion, charge your debit or credit card (if you have provided details of it to us in the past) automatically for the amount invoiced within the following week, so that you do not breach any term of this agreement.
6.8. You will pay all sums due to us under this agreement by the means specified without any set-off, deduction or counterclaim.
6.9. Bank charges by the receiving bank on payments to us will be borne by us. All other charges relating to payment in a currency other than that on your invoice will be borne by you.
6.10. If we owe you money (for any reason), we will return the amount owed to you as soon as reasonably practicable but in any event no later than 30 days from the date when we accept that repayment is due.
6.11. You now agree that you commit a breach of this contract if you seek repayment of money paid to us by asking your payment provider to credit back a payment made to us, without attempting to seek repayment from us first. In that event, you agree that you will owe us first the sum charged to us by our merchant service provider and secondly a sum based on time spent at £150 per hour in dealing with your breach. You agree that this provision is reasonable.
7.1. The following terms apply only if you use our Service as a Consumer:
7.2. The Regulations give you 14 days ‘cooling off’ period within which you may cancel and ask for a full refund of your money. However, if you wish the service provider to start provision of the service immediately, the Regulations allow you to instruct them to do so provided that you acknowledge that in doing so you lose your right to the cooling off period.
7.3. By accepting these terms and conditions, you instruct us to provide our Service immediately and you acknowledge that you lose your right to the cooling off period.
8.1. Allowances relate specifically to types of Declarations your Pricing Plan includes. You have no Allowance for a type of Declaration that is not included in a Pricing Plan to which you have subscribed.
8.2. The following terms relate to any Subscription:
8.2.1 The Pricing Plan Allowance for each Pricing Plan is displayed on our Website and expressed as a per annum figure.
8.2.2 Your Remaining Allowance is reduced by one when you confirm that you wish to File a Declaration that you have prepared.
8.2.3 If a Filing is not Successful, then we shall increase your Remaining Allowance by one.
9.1. A Subscription continues until cancellation by you or termination by us.
9.2. You may cancel a Subscription by giving us at least six months’ notice, and the Subscription shall end on the final day of a Period.
9.3. You agree to pay us the Additional Declaration Charge as at the date of the cancellation of your Subscription for each additional Declaration made in excess of the Pro-Rated Pricing Plan Allowance.
9.4. After cancellation of your Subscription, you may continue to use our Pay-As-You-Go Services or buy a new Subscription under a new contract.
9.5. If we change these terms, including prices, and/or make any material change to a Service while you have a Subscription to it then we shall give you at least 14 days of notice of the change before it comes into force.
9.6. If you tell us before the date of the change that you do not accept the new terms, then we shall treat your refusal as a request to cancel as set out in this section. Until your Subscription ends, we shall provide that Service to you on the same terms as before and the new terms shall not come into force for you.
9.7. If you continue to use the Service after the date of the change, then we may reasonably assume that through your continued use, you agree to be bound by the changed terms.
10.1. Any termination of this agreement by this paragraph will be without prejudice to any other rights or remedies to which a party may be entitled.
10.2. This agreement may be terminated:
10.2.1 by you, requesting that we close your Account, subject to the terms of this agreement in respect of cancelling a Subscription;
10.2.2 by us:
10.2.2.1 at our complete discretion by giving you at least 14 days’ notice, and if you have a Subscription then this agreement shall terminate on the last day of a Period; or
10.2.2.2 immediately if either you fail to pay any sum due within 30 days of the date of submission of an invoice or you materially breach any term of this agreement.
10.2.3 by either party if a trustee receiver, administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the other party or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the other party or for the making of an administration or bankruptcy order (otherwise than for the purpose of an amalgamation or reconstruction).
10.3. On termination, your right to use our Service immediately ceases and we are under no obligation to continue to provide any part of it to you.
10.4. In the event of termination by us, you remain liable to us for use of our Service up to the date of termination.
10.5. In respect of a Subscription that is active on the date of termination:
10.5.1 the effect of termination is to end the Subscription on the date of termination; and
10.5.2 you remain liable to us for a sum equal to one twelfth of the price of your Pricing Plan for use of our Service in the Period immediately prior to termination, as well as the Additional Declaration Charge as at the date of the cancellation of your Subscription for each additional Declaration made in excess of the Pro-Rated Pricing Plan Allowance.
11.1. If it is necessary for us to interrupt the provision of our Services, we will give you reasonable notice where this is possible and when we think the delay is such as to justify telling you.
11.2. You acknowledge that the provision of our Services may also be interrupted for many reasons beyond our control.
11.3. You agree that we are not liable to you for any loss, foreseeable or not, arising from any interruption to the provision of our Services.
12.1. Certain features of the Services may use automated, machine-assisted and/or artificial intelligence-based processes to assist with data preparation, structuring, validation or completion. Any such output is generated based on the information provided by you and is provided for general assistance only.
12.2. You acknowledge that automated systems may produce errors, incomplete results or outputs that are not appropriate for your intended filing. You agree that you will independently verify all outputs before you submit any Declaration to any Customs Office, and you remain solely responsible for any submission made using the Services.
12.3. We do not provide legal, customs, tax or regulatory advice and nothing within the Services constitutes advice. To the fullest extent permitted by law, we shall not be liable for any loss arising from reliance on any automated or AI-assisted output without independent verification. To the fullest extent permitted by law, no duty of care is assumed or owed in respect of any automated or AI-assisted output.
13.1. Where and to the extent that we process personal data on your behalf in the course of providing the Services, you acknowledge and agree that you act as the data controller and we act as the data processor for the purposes of the UK GDPR, the Data Protection Act 2018 and, where applicable, the EU GDPR.
13.2. We shall process personal data only on your documented instructions, only for the purpose of providing the Services, and in accordance with the data processing addendum set out in Schedule 1 (the “DPA”). In the event of any conflict between this agreement and the DPA, the DPA shall prevail to the extent of that conflict in relation to the processing of personal data.
13.3. You agree that you shall ensure you have a valid lawful basis for processing and sharing any personal data with us (including where you submit personal data relating to consignors, consignees, carriers, drivers, employees or any other individuals), and that you will provide any required privacy notices to such individuals.
14.1. We are aware that in the course of providing our Services to you, both of us might have access to and be entrusted with information in respect of the business and operation of the other, all of which information is or may be confidential.
14.2. We both now undertake for ourselves and for every employee or sub-contractor whose services we may use both during and after completion the provision of our Services, that we will not divulge to any person whatever or otherwise make use of (and will use their best endeavours to prevent the publication or disclosure of) any trade secret or confidential information.
14.3. Each of us now undertakes to the other to make all relevant employees’ agents and sub-contractors aware of the confidentiality of information and the provisions of this paragraph and to take all such steps as will from time to time be necessary to ensure compliance by its employee’s agents and sub-contractors with these provisions.
15.1. You agree that you have provided, and will continue to provide accurate, up to date, and complete information about yourself and your business. We need this information to provide you with our Services.
15.2. If you use our Services, you are responsible for maintaining the confidentiality of your security information (your username and password, and any other information used to secure access to our Platform) and for preventing any unauthorised person from accessing your Account.
15.3. You agree to accept responsibility for all activities that occur while anyone is signed into your Account. You should tell us immediately if you believe some person has, without your authority, accessed your Account or used our Services while signed in as you. You should also sign into your Account and change your password.
16.1. We will defend our rights in all our Intellectual Property, including the rights in our Services, and our copyright in the Content whether provided by us or by any other party.
16.2. You may not use our name, logos or trademarks or any other Content in any way.
16.3. You agree that at all times that you will:
16.3.1 not do anything which does or might reduce the value of our Intellectual Property or challenge our ownership of it;
16.3.2 notify us of any suspected infringement of our Intellectual Property; and
16.3.3 without our express permission, not to:
16.3.4 copy or replicate it for use by any other person in any way not intended by us;
16.3.4.1 make any change to it or any part of it;
16.3.4.2 publish or store it on any website or cloud storage service, or otherwise allow any other person access to it;
16.3.4.3 create derivative works from it;
16.3.4.4 use it in any way in which it is not intended to be used; and
16.3.4.5 not to use it except directly in our interest.
17.1. You agree to indemnify us against all costs, claims and expense arising directly or indirectly from:
17.1.1 your failure to comply with the law of any country;
17.1.2 your breach of this agreement;
17.1.3 any act, neglect or default of yours or by any agent, employee, licensee or customer of yours or by your use of our Services;
17.1.4 a contractual claim arising from your use of our Services; and
17.1.5 a breach of the intellectual property rights of any person.
17.1.6 any inaccurate, incomplete, misleading or unlawful data or documentation you submit, upload or provide through the Services, including any data used to populate a Declaration or Safety and Security Declaration (including any ENS);
17.1.7 any failure by you (or by any person on whose behalf you use the Services) to comply with any requirement to lodge a Declaration or Safety and Security Declaration, or to do so within any applicable time limit;
17.1.8 any administrative, regulatory or enforcement action, investigation, penalty, fine, seizure, delay, detention, inspection, refusal or other measure taken by a Customs Office arising out of or in connection with any Declaration or Safety and Security Declaration filed using the Services, to the extent caused by or contributed to by your data, your instructions, your acts or omissions, or your breach of this agreement; and
17.1.9 your reliance on any output generated by the Services (including any automated or AI-assisted output) without independent verification prior to submission.
17.2. You agree that the cost of our management and technical time is properly recoverable and can reasonably be valued at £150 per hour without further proof.
18.1. This paragraph (and any other paragraph which excludes or restricts our liability) applies to our directors, officers, employees, subcontractors, agents and affiliated companies (who may enforce this provision under the Contracts (Rights of Third Parties) Act 1999, as well as to us.
18.2. To the fullest extent permissible under applicable law, we disclaim any and all warranties of any kind, whether express or implied, in relation to any Service we sell or make available to you. This does not affect your statutory rights as a Consumer, nor does it affect your contract cancellation rights.
18.3. If in any jurisdiction an implied condition, warrant or term cannot be excluded, then this sub paragraph shall be deemed to be reduced in effect, only to the extent necessary to release that specific condition, warranty or term.
18.4. We use our reasonable endeavours to confirm the accuracy of any information we place on our Website. We make no warranties, whether express or implied in relation to its accuracy or completeness.
18.5. We claim no expert knowledge in any subject. We disclaim any obligation or liability to you arising directly or indirectly from information you take from our Website.
18.6. This website may contain links to other websites over which we have no control of the nature, the content and the availability.
18.7. We aim to translate accurately between languages in which our Platform can be used. However, because customs terminology is highly technical:
18.7.1 You acknowledge that translations we provide may not capture the precise legal meaning of terms, and in particular, where we provide localised versions of the Platform interface, guidance, help materials or other Content (whether in languages other than English or for specific jurisdictions), such localised Content is provided for convenience only and may contain errors.
18.7.2 You agree that the English language version of all Content shall be the legally authoritative version, and that if you use, submit or rely on in any way Content that is in a language other than English, you remain solely responsible for ensuring that the Content has the meaning you intend in that language or any other.
18.7.3 Where a Customs Office requires declarations or supporting documentation in a specific language, you remain solely responsible for ensuring compliance with such requirements and for the accuracy of any translations you provide.
18.7.4 Where we provide translations of your input data (at your request or through automated processes), we do not warrant the accuracy or legal effect of any translation.You acknowledge and agree that we shall not be liable in any way for the content of any such linked website, nor for any loss or damage arising from your use of any such website or from your buying goods or services via such a website.
18.8. The inclusion of any links on this website does not necessarily imply a recommendation or endorse the views expressed on those to which we link.
18.9. Our Platform and our Services are provided ‘as is’ and ‘as available’ without any representation made. We make no warranty as to their usefulness to you, their satisfactory quality, their fitness for any purpose, the availability of any function, the compatibility with your devices or software, privacy of any transmission, or security of use.
18.10. We aim to maintain access to our Platform, but from time to time it may be necessary for us to suspend all or part of our Services for repairs, maintenance or other good reasons. We may do so without telling you first.
18.11. You acknowledge that access to our Platform may also be interrupted for many reasons beyond our control.
18.12. Accordingly, we make no warranty that your use of our Platform will be uninterrupted or timely.
18.13. You acknowledge that, as with any software product, the Platform may have bugs and errors that affect its performance and capability. While we shall try to correct any bugs or errors that come to our attention as quickly as possible, we make no warranty that we will correct bugs and errors within a specific timeframe.
18.14. We will not be responsible or liable to you for any loss, foreseeable or not, arising from any interruption of the availability of our Services or our Platform.
18.15. We shall not be liable to you in contract, tort (including, without limitation, negligence), pre-contract or other representations (other than fraudulent or negligent misrepresentations) for any loss or expense arising out of or in connection with your use of our Services or our Platform, which is a special, indirect or consequential loss, or an economic loss or other loss of turnover, profits, contracts, business or goodwill.
18.16. This applies whether in an action of contract, negligence or otherwise, even if such loss was reasonably foreseeable or we knew you might incur it.
19.1. The information that forms a Declaration is available to you to review on the Platform. You understand that our Services are limited to allowing you to File your Declaration, and that checking the data you enter is correct or appropriate is not included. We are not liable in any way for any situation that arises as a result of data you File, including Filings that are not Successful.
19.2. Our limitation of liability for the data you File includes your choice of the most appropriate Customs Office to which to File a Declaration.
19.3. You acknowledge that we may not include all information that you enter into the Platform within a Declaration. In addition, it may be possible to submit other information to a Customs Office that is not captured by use of our Platform. You warrant that you have assessed the functionality of the Platform as suitable and sufficient for your requirements.
19.4. We make no representation that within a particular time period a Customs Office will act in any way on a Declaration that you have Filed, or confirm whether a Declaration has been Filed successfully or rejected.
19.5. We provide training on how to use our Platform. We also provide customer support. You warrant that before Filing a Declaration that you understand how to use our Platform and all the consequences of Filing that Declaration.
19.6. With the exceptions laid out by the Data Protection Act 2018 and any subsequent law of a similar nature, we shall not be liable to you for the consequences of a data breach of our Platform by a third party, provided that we have taken reasonable care to protect your data.
19.7. We assume no responsibility for the deletion or failure to store data of any sort and you accept that we cannot be liable to you for any such deletion or failure to deliver to you such data.
19.8. We maintain reasonable procedures for general backup of data for our own purposes but we give no warranty that your data will be saved or backed up in any particular circumstances unless we have made specific contractual arrangements with you in writing.
19.9. Except where otherwise set out, our total aggregate liability to you, however it arises, shall not exceed the total fees paid by you to us in the twelve (12) months immediately preceding the event giving rise to the claim.
19.10. No term of our agreement with you shall exclude or limit our liability for death or personal injury resulting from our negligence or that of our agents or employees.
20.1. Where the Services are used in connection with Import Control System 2 (ICS2), you acknowledge that the obligation to lodge an ENS (where required) arises under Article 127 of Regulation (EU) No 952/2013 (the Union Customs Code), and that customs authorities carry out risk analysis based on the ENS and may take measures based on that risk analysis.
20.2. You acknowledge and agree that:
20.2.1 we do not determine whether an ENS is required;
20.2.2 we do not determine the applicable filing time limits or deadlines;
20.2.3 we do not guarantee acceptance of any filing, clearance, release of goods, risk-assessment outcomes, routing decisions, inspection decisions or enforcement outcomes by any Customs Office; and
20.2.4 all decisions relating to risk analysis, inspection, control, detention, refusal, seizure or enforcement are taken exclusively by the relevant customs authorities and are outside our control.
20.3. For the avoidance of doubt, we shall not be liable for any customs duties, taxes, penalties, fines, seizures, forfeitures, delays, detentions, inspections, storage charges, demurrage, enforcement actions, refusal of entry, rejection of filings, loss of goods, loss of profit or loss of business arising out of or in connection with any Declaration or Safety and Security Declaration submitted using the Services, whether in the United Kingdom, the European Union or elsewhere.
21.1. If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.
21.2. The rights and obligations of the parties set out in this agreement shall pass to any permitted successor in title.
21.3. Any obligation in this agreement intended to continue to have effect after termination or completion shall so continue.
21.4. No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.
21.5. Any communication to be served on either party by the other shall be delivered by hand, sent by a recorded delivery postal service or by email. It shall be deemed to have been delivered: on the day of delivery if delivered by hand, or within 72 hours of posting if delivered by recorded post, or if sent by email, at the time of transmission, provided that the sender does not receive an automated delivery failure notification.
21.6. In the event of a dispute, you agree to undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation.
21.7. No party to this agreement shall be liable for any failure or delay in performance of this agreement that is caused by circumstances beyond their reasonable control, including any labour dispute between a party and their employees.
21.8. This agreement does not give any right to any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise, except that any provision in this agreement which excludes or restricts the liability of our directors, officers, employees, subcontractors, agents and affiliated companies, may be enforced under that Act.
21.9. The validity, construction and performance of this agreement shall be governed by the laws of England and Wales and you agree that any dispute arising from it shall be litigated only in England or Wales.
In this Schedule, the following words shall have the following meanings:
“Associate” means any person (including any corporate body) connected with you where personal data may be provided to us for processing under this agreement.
“Act” means the Data Protection Act 2018 (as amended).
“EU GDPR” means Regulation (EU) 2016/679.
“Data Protection Legislation” means the UK GDPR, the Act, the Privacy and Electronic Communications (EC Directive) Regulations 2003 (as amended) and, where applicable to the processing, the EU GDPR and any other applicable data protection or privacy laws, in each case as amended or replaced from time to time.
“ICO” means the Information Commissioner’s Office.
“UK GDPR” means the version of Regulation (EU) 2016/679 that forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 (as amended).
“personal data”, “processing”, “controller”, “processor”, “sub-processor”, “data subject” have the meanings given in the UK GDPR (and, where relevant, the EU GDPR).
In this agreement, “personal data”, is limited to data which comes into our hands in some way connected to this agreement.
2.1. The obligations described in this Schedule are in addition to our obligations under the Data Protection Legislation.
2.2. To enable us to provide the Services, you authorise us to process personal data on your behalf.
2.3. The parties agree that you (and, where applicable, your Associates) act as the controller(s), and we act as a processor, in relation to personal data processed under this agreement.
2.4. Details of the anticipated processing activities are set out at Appendix 1 to this Schedule.
We shall at all times comply with the provisions and obligations imposed by the Data Protection Legislation and, in particular, shall:
3.1. process personal data only to the extent necessary to provide the services and only in accordance with your prior written instructions;
3.2. immediately inform you if, in its reasonable opinion, your instruction infringes the Data Protection Legislation;
3.3. ensure that every person processing personal data under this agreement does so strictly on a need-to-know basis, has received training on their obligations relating to handling of personal data and is bound by confidentiality obligations no less stringent than our confidentiality obligations under this agreement;
3.4. in order to use commonly accepted international communications and money transfer protocols, it will be necessary to use sub-contractors for certain service provision. We shall not necessarily be aware of the identity of every organisation involved in the train of communications. When that happens, we accept full responsibility for its compliance with the Data Protection Legislation.
3.5. subject to the exceptions mentioned in the last previous sub-paragraph, we will not use sub-contractors for personal data processing under this agreement without your prior written consent.
3.6. wherever possible, enter into a written contract with each such sub-processor, which includes the same obligations on the sub-processor as those imposed on us by you under this agreement.
3.7. We will not process personal data outside the United Kingdom unless such transfer is permitted under the Data Protection Legislation and appropriate safeguards are in place. Where required, such safeguards may include:
3.7.1 an adequacy regulation under the UK GDPR; or
3.7.2 the UK International Data Transfer Agreement (IDTA) or other transfer mechanism approved by the ICO from time to time; or
3.7.3 the EU Standard Contractual Clauses together with the UK Addendum issued by the ICO (where applicable); or
3.7.4 binding corporate rules or another lawful transfer mechanism recognised under the Data Protection Legislation.
3.8. have in place at all times appropriate technical and organisational measures to ensure a level of security appropriate to the risk presented by processing the personal data, to prevent accidental, unauthorised or unlawful destruction, loss, alteration, or access to personal data, including as a minimum whatever security measures you notifies and instruct us to use. Examples of such measures are:
3.8.1 the pseudonymisation and encryption of personal data;
3.8.2 the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services; and
3.8.3 a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of processing;
3.9. maintain a written record of all categories of processing activities carried out on your behalf and when it asks, copy it to you. The record shall contain:
3.9.1 our name and contact details and (where applicable) those of approved sub-processors and details of their respective data protection officers;
3.9.2 the categories of personal data, data subjects and processing activities carried out on behalf of you and its Associates;
3.9.3 where applicable, transfers of personal data to a third country (i.e. non-EU Member State) or an international organisation, including identification of that third country and documentation evidencing implementation of suitable safeguards; and
3.9.4 a general description of the technical and organisational security measures we have installed as referred to in Article 32(1) of the GDPR;
3.10. when you ask, give you or the ICO, access to our employees, data processing facilities, procedures, and records to inspect and audit compliance with the Data Protection Legislation and the terms of this agreement. We shall (and shall ensure any sub-processor shall) give all reasonable cooperation and assistance.
3.11. immediately inform you (and in any event within 24 hours) after becoming aware of any actual or suspected unlawful destruction, loss, alteration, disclosure of, or access to, personal data transmitted, stored or otherwise processed by us or any sub-processor under this agreement;
3.12. provide reasonable assistance to you in:
3.12.1 responding to data subject’s requests to exercise their rights under the Act;
3.12.2 responding to communications received from the ICO relating to the processing of personal data under this agreement, including notifying you immediately of any such communication;
3.12.3 taking measures to address data security incidents, including, where appropriate, measures to mitigate their possible adverse effects;
3.12.4 promptly upon your request, transfer personal data to a third party in compliance with a request from a data subject to exercise their right to data portability;
3.12.5 make available to you on request all information necessary to demonstrate compliance with the obligations set out in this Schedule; and
3.12.6 at your request (no more than once in every calendar year) complete and return without delay its information security and data protection questionnaires.
4.1. We and any sub-processor shall, whenever you ask:
4.1.1 physically destroy all copies of media upon which any personal data was supplied and any further copies made by us or sub processor;
4.1.2 return all personal data stored in hard copy to you;
4.1.3 delete all personal data stored in soft copy, by some method which prevents future re-activation of that data;
4.1.4 certify within 14 days of such request that the requirements of this paragraph have been complied with.
4.2. Where we or our sub-processor is required to retain personal data in order to comply with applicable law, we will tell you and will retain such personal data only in its capacity as a data processor and shall comply with our obligations as a data processor, as far as applicable law permits.
5.1. We represent and warrant that the information provided in any response to any request by you shall be complete, true and accurate, and will not misrepresent our business or practices in respect of our ability to comply with the Data Protection Legislation and our obligations under this agreement.
5.2. If any act or omission of ours or our sub-processors results in data transmitted or processed under this agreement being lost or degraded so as to be unusable, then we shall be liable to you for the cost of reconstituting the data and/or you or its Associate’s costs in recreating such data.
Appendix
1 to Schedule 1
Data Processing Activities
What we may
process in each category
1
We shall process this basic personal data
1.1.
Name.
1.2.
Address.
1.3.
Email address.
1.4.
Telephone number
1.5.
Technical information relating to electronic
communication, which is personal information only when associated with the name
or identity of the data subject.
1.6.
User account identifiers (such as username),
billing/contact details, and personal data included within Declarations and
related records (which may include consignor/consignee details, carrier/driver
details and shipment references) where you choose to input that information
into the Platform.
2
We shall process the data of these data subjects.
You, and so far as
you instructs us, yours staff and any other people whose data is submitted to us
by you or which we must seek out in order to satisfy yours instructions and
comply with this contract.
3
This is why and how we shall process personal data
3.1.
Our processing of personal data will be limited to
such activity as is reasonably required to satisfy our obligations under this
contract.
3.2.
We shall not make contact with any data subject nor
seek additional data from any other source.
4
Retention period
4.1.
It is possible that we shall retain personal data,
along with much other data, for six years, for these reasons:
4.1.1.
for accounting and taxation purposes;
4.1.2.
to provide evidence if required in connection with a
legal claim;
4.1.3.
for any other reason where the law provides a six
years limitation period;
4.2.
If any
event occurs which requires us lawfully to continue to retain data beyond that
period, then we may do so.