DATED

14 May 2021

Terms and conditions for the supply of services

TEZ PARCEL LIMITED

CONTENTS

____________________________________________________________

CLAUSE

1. Interpretation....................................................................................... 2

2. Basis of contract................................................................................... 3

3. Customs Clearance............................................................................... 4

4. Unacceptable Shipments...................................................................... 4

5. Deliveries and Undeliverables.............................................................. 5

6. Supply of Services................................................................................. 5

7. Customer's obligations......................................................................... 6

8. Charges and payment........................................................................... 7

9. Intellectual property rights................................................................... 8

10. Data protection .................................................................................... 8

11. Limitation of liability:............................................................................ 9

12. Termination........................................................................................ 10

13. Consequences of termination............................................................. 11

14. General............................................................................................... 12

SCHEDULE

Schedule 1 15

Interpretation

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

Definitions:
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 8.
Commencement Date: has the meaning given in clause 2.1.
Conditions: these terms and conditions as amended from time to time in accordance with clause 14.5.
Contract: the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.
Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
Customer: the person or firm who purchases Services from the Supplier.
Customer Default: has the meaning set out in clause 7.2.
Deliverables: the Shipment provided by the Supplier for the Customer.
Shipment: means all documents or parcels that travel under one waybill and which may be carried by any means Tez Parcel chooses, including air, road or any other carrier.
Waybill: includes any Shipment identifier or document produced by Tez Parcel automated systems such as a label, barcode, waybill or consignment note as well as any electronic version thereof.
Intellectual Property Rights: 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.
Order: the Customer's order for Services as set out in the Customer's purchase order form online, the Customer's written acceptance of a quotation by the Supplier.
Services: the services, including the Deliverables, supplied by the Supplier to the Customer.
Specification: the description or specification of the Services provided in writing by the Supplier to the Customer.
Supplier: Tez Parcel Limited registered in England and Wales with company number 11092373.
Supplier Materials: has the meaning set out in clause 4.1(h).
1. Interpretation:
Basis of contract
1. When ordering Tez Partcel’s services you, as Customer, are agreeing, on your behalf and on behalf of the receiver of the Shipment (“Receiver”) and anyone else with an interest in the Shipment that these Terms and Conditions shall apply.
2. The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
3. The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
4. Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier'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.
5. 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 law, trade custom, practice or course of dealing.
6. Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 5 Business Days from its date of issue.
Customs Clearance
1. Tez Parcel may perform any of the following activities on Customer’s or Receiver’s behalf in order to provide its services:
  1. complete any documents, amend product or service codes, and pay any duties, taxes or penalties required under applicable laws and regulations (“Customs Duties”),
  2. act as Customer’s forwarding agent for customs and export control purposes and as Receiver solely for the purpose of designating a customs broker to perform customs clearance and entry and
  3. redirect the Shipment to Receiver’s customs broker or other address upon request by any person who Tez Parcel believes in its reasonable opinion to be authorized.
Unacceptable Shipments
1. A Shipment is deemed unacceptable if:
  1. no customs declaration is made when required by applicable customs regulations,
  2. it contains counterfeit goods, animals, bullion, currency, gem stones; weapons, explosives and ammunition; human remains; illegal items, such as ivory and narcotics,
  3. it is classified as hazardous material, dangerous goods, prohibited or restricted articles by IATA (International Air Transport Association), ICAO (International Civil Aviation Organization), ADR (European Road Transport Regulation on dangerous goods) or other relevant organization (“Dangerous Goods”),
  4. its address is incorrect or not properly marked or its packaging is defective or inadequate to ensure safe transportation with ordinary care in handling,
  5. it contains any other item which Tez Parcel decides cannot be carried safely or legally.
  6. extra change shall be applicable for items containing batteries.
Deliveries and Undeliverables
1. Shipments cannot be delivered to PO boxes or postal codes. Shipments are delivered to the Receiver’s address given by Customer but not necessarily to the named Receiver personally. Shipments to addresses with a central receiving area will be delivered to that area.
2. Tez Parcel may notify Receiver of an upcoming delivery or a missed delivery. Receiver may be offered alternative delivery options such as delivery on another day, no signature required, redirection or collection at a Tez Parcel Service Point. Customer may exclude some delivery options on request.
3. If the Shipment is deemed to be unacceptable as described in clause 4, or it has been undervalued for customs purposes, or Receiver cannot be reasonably identified or located, or Receiver refuses delivery or to pay Customs Duties or other Shipment charges, Tez Parcel shall use reasonable efforts to return the Shipment to Customer at Customer’s cost, failing which the Shipment may be released, disposed of or sold without incurring any liability whatsoever to Customer or anyone else, with the proceeds applied against Customs Duties, Shipment charges and related administrative costs with the balance of the proceeds of a sale to be returned to Customer. Tez Parcel shall have the right to destroy any Shipment which any law prevents Tez Parcel from returning to Customer as well as any Shipment of Dangerous Goods.
Supply of Services
1. The Supplier shall supply the Services to the Customer in accordance with the Specification in all material respects.
2. The Supplier shall use all reasonable endeavours to meet any performance dates specified in 3 -10 working days, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3. The Supplier reserves the right to amend the Specification 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 Supplier shall notify the Customer in any such event.
4. The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
5. Tez Parcel has the right to open and inspect a Shipment without notice for safety, security, customs or other regulatory reasons.
Customer's obligations
1. The Customer shall:
  1. ensure that the terms of the Order and any information it provides in the Specification are complete and accurate;
  2. co-operate with the Supplier in all matters relating to the Services;
  3. provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by the Supplier;
  4. provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
  5. prepare the Customer's premises for the supply of the Services;
  6. 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;
  7. keep all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer's premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier's written instructions or authorisation; and
  8. comply with any additional obligations as set out in the Specification.
If the Supplier'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):
1. without limiting or affecting any other right or remedy available to it, the Supplier 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 Supplier's performance of any of its obligations;
2. the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause 7.2; and
3. the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
Charges and payment
1. The Charges for the Services shall be calculated on a time and materials basis:
  1. the Supplier shall be entitled to charge the Customer for each shipment on case by case basis agreed between parties and confirmed in an invoice and
  2. the Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials.
2. The Supplier shall invoice the Customer once either shipment has been processed, booked, or flight has been booked.
3. The Customer shall pay each invoice submitted by the Supplier:
  1. within 7 days of the date of the invoice or in accordance with any credit terms agreed by the Supplier and confirmed in writing to the Customer; and
  2. in full and in cleared funds to a bank account nominated in writing by the Supplier, and

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

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) when applicable. Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier 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.
If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier's remedies under clause 12, the Supplier shall issue a reminder to the Customer with 7 days of the overdue payment and may extend the due date to 7 days.
If the Customer fails to make a payment due to the Supplier pursued to Clause 8.5, 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 clause 8.6 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%.
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).
Intellectual property rights
Data protection

The parties shall comply with their data protection obligations as set out in Schedule 1.

Limitation of liability:
1. The Supplier has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £100 per claim. The Supplier has been unable to obtain insurance in respect of certain types of loss at a commercially viable price. The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.
2. References to liability in this clause 11 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
3. Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
4. Nothing in this clause 11 shall limit the Customer's payment obligations under the Contract.
5. Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
6. Subject to clause 11.3 (No limitation in respect of deliberate default), and clause 11.5 (Liabilities which cannot legally be limited), the Supplier's total liability to the Customer:
  1. for loss arising from the Supplier's failure to comply with its data processing obligations under clause 10 shall not exceed £1000; and
  2. for all other loss or damage shall not exceed £1000.
7. The caps on the Supplier's liabilities shall be reduced by:
8. Subject clause 11.3 (No limitation in respect of deliberate default), clause 11.4 (No limitation of customer's payment obligations) and clause 11.5 (Liabilities which cannot legally be limited), this clause 11.8 sets out the types of loss that are wholly excluded:
9. The Supplier has given commitments as to compliance of the Services with relevant specifications in clause 6. 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.
10. Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire one months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
11. This clause 11 shall survive termination of the Contract.
Termination
Consequences of termination
General
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.
2. Assignment and other dealings.
  1. The Supplier 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.
  2. The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, 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 Supplier.
3. Confidentiality.
4. Entire agreement.
5. Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
6. Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
7. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Contract deleted under this clause 14.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
8. Notices.
  1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by fax to its main fax number or sent by email to the address specified below:
    1. Customer’s email: to be confirmed in the Customer's purchase order form online
    2. Supplier’s email: uk@tezparcel.com
  2. Any notice or communication shall be deemed to have been received:
    1. if delivered by hand, at the time the notice is left at the proper address;
    2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
    3. if sent by fax or email at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 14.8(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
  3. This clause 14.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
9. Third party rights.
  1. Unless 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.
  2. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
10. 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.
11. 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.

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