Shipping Terms & Conditions

3. Definitions

“Applicable Laws” means all applicable laws, statutes, regulations and codes in England and Wales and in the Territory from time to time in force;

“Business Day” means a day, other than Saturday and Sunday, when banks in London are open for business;

“Client Premises” means any such location for Collection of the Goods as may be set out in the Service Form;

“Customs Duty Retainer” means an amount set out in in the Service Form to be prepaid by the Client in accordance with clause 13.2 of the Contract;

“Collection” and “Collect” means collection of the Goods from the Client Premises for the purposes of Delivery;

“COD Amount” means any amount, subject to clause 9 of the Contract which the Company may be required to Deliver to the Client at such times and in such currency as may be specified in the Service Terms;

“COD Service” means the collection of cash from the receiver of Goods to the Client;

“COD Service Terms” means the terms of the COD Service, as may be applicable to the Contract from time to time and attached as Appendix 2 to the Service Form;

“Delivery” and “Deliver” means delivery of the Goods and/or the COD Amounts (if applicable) in accordance with the Contract;

“Delivery Location” means any location for Delivery of the Goods in the Territory as set out in each Shipping Label;

“Shipping Label” means a label securely affixed to each package with the relevant Goods setting out: the contents; name, address and telephone number of the recipient of such Goods; and any other material information;

“Data Protection Legislation” means all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including, without limitation (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation, as well as (ii) the General Data Protection Regulation ((EU) 2016/679); (iii) any other directly applicable European Union regulation relating to data protection and privacy (for so long as and to the extent that the law of the European Union has legal effect in the UK); and (iv) any data protection laws applicable in the Territory;

“Goods” means the goods to be Collected and Delivered in accordance with the Contract;

“IPRs” means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service 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, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

“Minimum Quantity” means the minimum quantities of the Goods in respect of each Delivery consignment as specified in the Service Form;

“Prohibited Goods” means, including but not limited to, ammunition, clinical and medical waste, infectious substances, controlled drugs and narcotics, environmental waste, weapons, unlawful images, explosives, any items delivery of which is prohibited under the Applicable Laws;

“Restricted Goods” means, including but not limited to, liquid components, aerosols, batteries, flammable liquids, gases, magnetised materials, oxidising materials, toxic materials;

“Rates” has the meaning given to it in 17.1 of the Contract;

“Rates Card” means the list of Rates payable by the Client for the Services, attached as Appendix 1 to the Service Form;

“Services” means the delivery of the Goods to destinations across the Territory and, if applicable, the COD Service, as more particularly described in the Service Form;

“Service Form” means the form, together with the Rates Card, setting out the specific terms of the Contract, signed by the Company and the Client;

“Service Specification” means the description or specification for the Services set out in the Service Form; and

“Territory” has the meaning given to it in the Service Form.

3.1. Language. These Service Terms and the Contract are made only in the English language.

4. Services

4.1. We shall, during the term of the Contract, provide the Services in accordance with the Service Specification in all material respects and subject to the terms of the Contract.

4.2. We reserve the right to:

• 4.2.1. Amend the Service Specification, if necessary, to comply with any Applicable Laws or regulatory requirement in the Territory, and if such amendment will have a material effect, we shall notify you in writing of such event; and

• 4.2.2. Amend the Service Specification and Delivery specifications, if such amendments will not materially affect the nature and quality of the Services.

4.3. We warrant to you that the Services will be provided using reasonable care and skill.

7. Third Party Contractors

The Company may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.

8. Your Obligations

8.1. Not later than the first Business Day of each month, you shall notify us in writing of the forecast of the quantities of the Goods that you expect us to Collect and Deliver during the next month.

8.2. It is your responsibility to ensure that:

• 8.2.1. You co-operate with us in all matters relating to the Services;

• 8.2.2. Ensure that the Shipping Label contains, to the material extent, all complete and accurate information necessary to enable us to Deliver the Goods;

• 8.2.3. You comply with any additional Service Specification;

• 8.2.4. Prepare the Goods prior to Collection as may be necessary to enable us to Collect and Deliver such Goods to the Delivery Location in good and marketable condition;

• 8.2.5. Be responsible for payment of any and all taxes, charges, levies and other fees imposed by the governmental or other authority in the Territory in respect of the Delivery of the Goods;

• 8.2.6. Store the Goods until the Collection takes place;

• 8.2.7. Provide any information and support that we may reasonably request to enable us to discharge our duties under the Contract;

• 8.2.8. You provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

• 8.2.9. You must at all times comply with, or procure the compliance to, restrictions or specific requirements in the relevant jurisdiction of the delivery destination in respect of any and all international deliveries;

• 8.2.10. You must ensure that all labels, once printed, are readable, comply with the requirements such as design and standards necessary to enable the Delivery to the Delivery Location; and

• 8.2.11. You must make sure that any and all items you wish to Deliver are not prohibited under any applicable sanctions laws, as may vary from time to time, as a result of, including but not limited to, their contents, designated purpose, intended recipient or the country to or from which they are requested to be sent.

8.3. If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 8 ("Your Default"):

• 8.3.1. We will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the contract under clause 24 (Termination);

• 8.3.2. We will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and

• 8.3.3. It will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.

8.4. You shall indemnify us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by us arising out of or in connection with your failure to comply with your obligations under this clause 8 and clause 12.1.

11. Anti-bribery Compliance

Each party shall comply with all Applicable Laws, statutes, regulations relating to anti-bribery and anti-corruption in the United Kingdom and in the Territory.

12. Packages

12.1. Shipments must comply with this clause 12:

• 12.1.1. The weight of each individual package must not exceed [30] kg;

• 12.1.2. The dimensions must not exceed [120cm] in length or the total of [240cm] in length and girth;

• 12.1.3. Shipments must not contain any:

• (a) Item which has a value over £[2000];

• (b) Prohibited Goods;

• (c) Any valuable and/or items of an antique nature;

• (d) Any perishable and light-sensitive Goods;

• (e) Items or substances which may deteriorate any other Goods carried and/or stored together with your Goods; and/or

• (f) Items which may prejudice the life of any human being.

12.2. In the event of a failure to Deliver your items or if it transpires at our premises upon inspection that your Goods are not in compliance with this clause 12, we will store them in one of our local premises (which may be in a different premises) and will notify you as soon as reasonably practicable. We reserve the right to charge you a reasonably calculated daily fee for the storage of such Goods.

15. Access to our premises

You shall provide us, our employees, agents, consultants and subcontractors, with access to the Client Premises as we may reasonably require for the purpose, including but not limited to, the Collection.

16. Services Restrictions

16.1. In respect of clause 8.2.11 of the Contract, we hereby reserve the right to:

• 16.1.1. Retain any Restricted Good or Prohibited Goods;

• 16.1.2. Dispose of any Prohibited Goods or Restricted Goods in our possession at our sole discretion;

• 16.1.3. Reject Delivery of any liquids with a volume over [one litre] from the United Kingdom to international destinations; and

• 16.1.4. Charge you for the cost of disposal of any Prohibited Goods or Restricted Goods.

16.2. If you ship any liquids over the limit, or other items that are not acceptable for air transport, as may be specified in the Contract or on our Platform, to either domestic or international destinations such items may be diverted to road transport which may result in delay and/or failure to Deliver any such Goods.

19. Intellectual Property Rights

19.1. In relation to the Platform, we and our licensors shall retain ownership of all IPRs in the Platform.

19.2. Except as expressly stated herein, the Contract does not grant the you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Platform.

20. How we may use your personal information

20.1. We will use any personal information you provide to us to provide the Services.

20.2. Further details of how we will process personal information are set out in [https://samos-e.com/privacy-and-cookie-policy].

20.3. We will both comply with all applicable requirements of the Data Protection Legislation. This clause 19 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.

20.4. You acknowledge that for the purposes of the Data Protection Legislation, you are the data controller and we are the data processor (where personal data, Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).

20.5. The Company may authorise a third party to process the personal data provided that the third party's contract:

• 20.5.1. Is on terms which are substantially the same as those set out in the Contract;

• 20.5.2. Contains the standard clauses set out in the Data Protection Legislation necessary to enable third parties outside the European Economic Area to process personal data; and

• 20.5.3. Terminates automatically on termination of the Contract for any reason.

20.6. Without prejudice to the generality of clause 20.3, you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to us for the duration and purposes of the Contract.

20.7. You consent to the appointment of any third party as a third-party processor of personal data under the Contract.

20.8. You shall indemnify and keep us indemnified against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to data subjects, demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a supervisory authority) arising out of or in connection with any breach by you of your obligations under the Data Protection Legislation.

21. Client Warranties

You warrant to us that:

• 21.1.1. You have the requisite power and authority to enter and perform the Contract and the documents referred to in it (to which you are a party), and their respective terms constitute valid, legal and binding obligations on you and

• 21.1.2. You will comply with all laws and regulations relating to the performance of the Contract which are in force within each relevant Territory.

22. Limitation of Liability

22.1. We maintain a professional liability insurance.

22.2. Subject to clause 22.3, in the event of loss or destruction (however arising) of the Goods during Delivery we shall be liable to reimburse the value of the Goods, having regard to each relevant customer’s package, to the Client up to the value of £60. We reserve the right to set-off any amounts owed by us to you against any outstanding Rates.

22.3. The Client shall, within 14 Business Days from the date of the relevant event, make a claim to the Company in writing. The Company shall investigate the matter and notify the Client of its outcome of such an investigation in writing within 28 Business Days from the date on which the Company receives the relevant claim.

22.4. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

• 22.4.1. Death or personal injury caused by negligence;

• 22.4.2. Fraud or fraudulent misrepresentation; and

• 22.4.3. Breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

22.5. Subject to clause 22.4 above, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

• 22.5.1. Loss of profits;

• 22.5.2. Loss of sales or business;

• 22.5.3. Loss of agreements or contracts;

• 22.5.4. Loss of anticipated savings;

• 22.5.5. Loss of use or corruption of software, data or information;

• 22.5.6. Loss of or damage to goodwill; and

• 22.5.7. Any indirect or consequential loss.

22.6. We shall not be responsible for damage, loss, destruction of any Prohibited Goods.

22.7. Once your parcel has been Delivered to the Delivery Location, we shall not be liable for any loss of damage to any contents.

22.8. Should we at our sole discretion decide that you are entitled to be compensated, we will pay you compensation by crediting your account with the relevant sum. In the event if your account is closed, we will send you a cheque by post within 30 days from the date of any notice thereof to you in writing.

22.9. We shall not be liable for any costs, expenses, or penalties in the event that you or your agents suffer any loss as a result of shipping Prohibited Goods, or any Goods using the wrong packaging contrary to any relevant packaging instructions.

22.10. We have given commitments as to compliance of the Services with the relevant Service Specification. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

22.11. Unless you intend to make a claim in respect of an event within the notice period set out in this clause 22.11, we shall have no liability for that event. In the event if in accordance with clause 22.3 of the Contract, you are unsatisfied with the outcome of an investigation, you shall have the right to bring a claim for that event in accordance with this clause 22.11. Your right to bring a claim under this clause shall start on the day following the end of the 28-day period stated in clause 22.3 above and shall expire 3 months from that date.

22.12. Our Platform collates and processes Delivery data. Although we make reasonable efforts to ensure that the information on our Platform: (i) is constantly updated; (ii) live at all times; and (iii) operates without interruptions, we make no representations, warranties or guarantees, whether express or implied, that the Delivery data is accurate, complete or up to date.

22.13. This clause 21 will survive termination of the Contract.

23. Events outside our control

23.1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (an “Event Outside Our Control”).

23.2. If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:

• 23.2.1. We will contact you as soon as reasonably possible to notify you; and

• 23.2.2. Our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.

23.3. You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 15 days. To cancel please contact us at [info@samos-e.com]. If you opt to cancel, we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.

24. Confidentiality

24.1. We each undertake that we will not at any time during the Contract, and for a period of two years after termination of the Contract, disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 24.2.

24.2. We each may disclose the other's confidential information:

• 24.2.1. To such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 23; and

• 24.2.2. As may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

24.3. Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.

25. Termination

25.1. The Contract shall commence on the Service Start Date. Unless terminated earlier in accordance with clause 25.2 below, it shall continue until one party gives the other party 3 months’ written notice to terminate in accordance with clause 28.

25.2. Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:

• 25.2.1. You commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 7 days of you being notified in writing to do so;

• 25.2.2. You fail to pay any amount due under the Contract on the due date for payment;

• 25.2.3. You take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your 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 your 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;

• 25.2.4. You suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or

• 25.2.5. Your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.

25.3. Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination, except for failure to provide the Services following non-payment.

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

26. Consequences of Termination

26.1. On termination of the Contract:

• 26.1.1. The Client shall immediately pay to the Company all of the Company's outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, the Company may submit an invoice, which shall be payable immediately on receipt; and

• 26.1.2. The following clauses shall continue in force: clause 3 (Definitions), clause 19 (Intellectual Property Rights), clause 22 (Limitation of liability), clause 24 (Confidentiality), this clause 26 (Consequences of termination), clause 27 (Non-solicitation), clause 29.3(Waiver), clause 29.4 (Severance) and clause 29.6 (Governing law and Jurisdiction).

26.2. 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 agreement which existed at or before the date of termination or expiry.

27. Non-solicitation

You must not attempt to procure services that are competitive with the Services from any of our directors, employees or consultants, whether as an employee or on a freelance basis, during the period that we are providing the Services to you and for a period of one year following termination of the Contract.

28. Communications between us

28.1. When we refer to "in writing" in these Service Terms, this includes email.

28.2. Any notice given to each of you and us under or in connection with the Contract shall be:

• 28.2.1. In writing and in English (or be accompanied by an accurate translation into English);

• 28.2.2. Delivered by hand or sent by reputable international courier at its registered office or its principal place of business; or

• 28.2.3. Sent by email to the following addresses of each party:

• (a) Company: to the email address set out in the Service Form; and

• (b) Client: to the email address set out in the Service Form,

28.3. Any notice shall be deemed to have been received:

28.3.1. If delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;

28.3.2. If sent by reputable international courier, on signature of a delivery receipt; or

28.3.3. If sent by email, at 9.00 am on the next Business Day after transmission.

28.4. This clause 26 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

29. General

29.1. Assignment and Transfer.

• 29.1.1. We may assign or transfer our rights and obligations under the Contract.

• 29.1.2. You may only assign or transfer your rights or your obligations under the Contract to another person with our prior consent in writing.

29.2. Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).

29.3. Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

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

29.5. Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.

29.6. Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.