Our terms and conditions

CLAUSES HEREOF WHICH EXCLUDE OR restrain THE COMPANY’S LIABILITY AND  THOSE WHICH need THE CUSTOMER TO INDEMNIFY THE firm IN definite  CIRCUMSTANCES AND THOSE WHICH restrain TIME AND THOSE WHICH DEAL WITH  CONDITIONS OF reissuing compelling GOODS INSURANCE BEING CLAUSES 7, 8, 10,11(A) and 11(B) 12-14 inclusive,
18,20 inclusive, and 24-27 inclusive. Clause 28 which permits arbitration in definite circumstances. All headings are indicative and don't beget component of these conditions.

No synonyms available for the selected

DEFINITIONS AND APPLICATION  In these conditions the after words shall have the succeed.  

1.

We have the following meanings: 

“Company” the BIFA have defined the abbreviations:

“Consignee” the Person to whom the goods are consigned.

“Customer” anybody at whose expect or on whose behalf the firm undertakes any trade or offers advice, details or services provided.

“Direct Customs Agent” the firm behaving in the title of and for the Customer and / or Owner with H.M.income and Customs(“HMRC”) as defined by the Taxation(Cross margin Trade) Act 2018, Clause 21.1(a) , or as amended 

“Goods” the cargo to which any commerce below these conditions narrates

“Person” or person(s) or any body or bodies corporate;

“LMAA” the London Maritime Arbitrators organisation;

“SDR” are exceptional attracting Rights as defined by the International Monetary Fund;

“Transport Unit” packing case, pallets, tank, trailer, tanker, or any other contrivance utilized whatsoever for and in connection with the carriage of Goods by land, sea or air;

“Owner” the Owner of the Goods or Transport Unit and any other Person who is or may become  passionte about them.

2.

(A) Subject to sub paragraph(B) under, all and any the views of the firm in the course of commerce, in-case gratuitous  or not, are undertaken subject to these conditions.

(B) If any legislation, to include regulations and directives, is compulsorily relevant to any trade undertaken, these conditions shall, about such commerce, be read as subject to such legislation, and none in these conditions shall be construed as a surrender by the firm of any of its rights or immunities or as an escalate of any of its responsibilities or liabilities below such legislation, and if any component of these conditions be gruesome to such legislation to any amount of, such portion shall about such trade be overridden to that how much and no furthermore.

“Brexit Event” means any of the following events whenever occurring if caused (directly or indirectly) by Brexit or any discussions, proposals, negotiations or any other steps taken by the UK government or a body in any other jurisdiction in anticipation of or related to preparation for Brexit:

a) a change in the Law or a new requirement to comply with any existing Law or existing Law ceasing to apply to a party. For these purposes, “Law” means any legal provision a party must comply with including any law, stature, subordinate legislation within the meaning of section 21(1) of the Interpretation Act 1978, enforceable EU right within the meaning of section 2 of the European Communities Act 1972, byelaw, regulation, order, mandatory guidance or code of practice, judgement of a court of law, or requirement of any regulatory body, whether in the UK or elsewhere;

b) in any jurisdiction, the imposition of, or a change to, a duty, tax or levy imposed on imports or exports;

c) in any jurisdiction, the loss of, a change to or the imposition of a new requirement for any licence or consent required by a party; or

d) an adverse impact on our ability to perform or the costs of performing any of our obligations under this.

Contract in accordance with the Terms and the law;

"Business Day" any day other than a Saturday, Sunday or any day when the clearing banks in the City of London are not physically open for business;

“Charges” means the charges payable by you to us in connection with the provision of the Declaration Services;

“Charges Period” has the meaning given in clause 8.2.1;

“Competent Authority” means any applicable customs, excise, border, legal, law enforcement, taxation or revenue authority, administration, association, organisation or body with applicable jurisdiction and authority over and/or with the ability to apply the applicable legislation to the activity in question;

“Cybersecurity Attack” means any actual or threatened cybersecurity attack including but not limited to any attack launched via Malware (including but not limited to spyware, trojans, virus, worms and ransomware);Phishing; Denial-of service attacks; Man-in-the-middle attacks; SQL Injections; Zero-day Exploit; Password attacks; Cross-site Scripting; Rootkits; or IoT attacks conducted by you or any third party in an attempt to disable the Platform, any of our software and/or hardware, take, steal, store or manipulate data, or to use a breached data system for use of the same;

“Declarant” means the person making a Declaration in his or her own name or the person in whose name such a Declaration is made;

"Declaration" the submission(s) to us of information by you in your capacity as the Declarant (or a User as the Declarant’s authorised representative) or the Agent (doing the same in the name of the Declarant) in accordance with clause 1.1 so as to enable us to provide the Declaration Services, subject to this Agreement;

"Declaration Services" the service provided by us to you under which we shall act as the Direct Representative of the Declarant or the sub-agent of the Agent on a Direct Representative when dealing with HMRC or any other applicable Competent Authority, which may include but not be limited to submitting Export Declarations, Exit Summary Declarations or Entry Summary Declaration;

“Defect” an error in the Platform, Your Account or the Declaration Services (or any element thereof) that causes it to fail to operate properly;

“Direct Representative” means the role of acting in the name of and on behalf of the Declarant with HMRC or any other applicable Competent Authority;

“EORI” Economic Operator Registration and Identification;

“HMRC” means Her Majesty’s Revenue and Customs;

“Indirect Representative” means the role of acting in one’s own name but on behalf of the Declarant with HMRC or any other applicable Competent Authority;

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

"Liability" liability in or for breach of contract, Breach of Duty, torts (including negligence and intentional torts), deliberate breach (including deliberate personal repudiatory breach), misrepresentation, restitution or any other cause of action whatsoever relating to or arising under or in connection with this Agreement, including liability expressly provided for under this Agreement or arising by reason of the invalidity or unenforceability of any term of this Agreement (and, for the purposes of this definition, all references to "this Agreement" shall be deemed to include any collateral contract) and which shall include any Loss.

“Loss” any actions, awards, charges, claims, compensation, costs, damages, demands, expenses, fees, fines, liabilities, losses, penalties, proceedings and settlements, and Losses shall be construed accordingly;

"Material" material that you upload (or permit to be uploaded) onto our servers or which is otherwise provided to us as part of the Declaration from time to time so as to enable us to provide of the Declaration Services;

“MRN” Movement Reference Number;

"Party" either us or you, and "Parties" shall mean both of us and you;

“Platform” has the meaning given in clause 1.2.1 above;

“Products” means the goods and/or services which are the subject of the Declaration Services;

“Sanctions” means any laws or regulations relating to economic or financial sanctions, export control, trade embargoes or restrictive measures from time to time imposed, administered or enforced by a Sanctions Authority;

“Sanctions Authority” the UK and the United Nations, and in each case their respective governmental, judicial or regulatory institutions, agencies, departments and authorities, including (without limitation) the UN Security Council, Her Majesty’s Treasury and the UK’s Office of Financial Sanctions Implementation and Department of International trade;

“Sanctions List” means any of the lists issued or maintained by a Sanctions Authority designating or identifying individuals or entities that are subject to Sanctions, in each case as amended, supplemented or substituted form time to time, including (without limitation) the UK Sanctions List, Consolidated List of Financial Sanctions Targets in the UK and the Consolidated United Nations Security Council Sanctions List;

“Sanctions Target” means a person or entity that is either listed on or controlled by or acting on behalf of a person listed on a Sanctions list; located, incorporated or organised under the laws of a Sanctioned Territory; or otherwise identified by a Sanctions Authority as being subject to Sanctions;

“Sanctioned Territory” means a country or territory that is subject to any general financial, trade, or investment restrictions or embargoes under any Sanctions;

“Third-Party Software” software and applications proprietary to third parties and which is integrated in or otherwise forms part of or interacts with the Platform;

“Third-Party Terms” the terms and conditions applicable to the use of the Third-Party Software, available on request;

"Transporters" a third-party operator offering freight, haulage or such other services connected with or relating to the movement, delivery or transportation of goods, any tunnels, bridges or ports and any association or body controlling the movement of the Products from time to time including but not limited to the International Air Transport Association, International Civil Aviation Organisation or other government department or relevant organisation;

"Users" those of your employees and independent contractors (which may include any Transporters) who you authorise to access the Declaration Services through the Platform under this Agreement;

4.1 We warrant that we:

4.1.1 shall use our reasonable skill and care in providing the Declaration Services; and

4.1.2 have (subject to your proper execution of the Authority and compliance with such other of our requirements in connection with the Authority and the requirements of HMRC or any other applicable Competent Authority) all necessary consents, rights and permission to enter into, and perform our obligations under, this Agreement.

4.2 In relation to the Declaration Services the rights provided under this Agreement are granted to you only, and shall not be considered granted to any subsidiary or holding company of you.

4.3 We do not warrant that the Declaration Services will meet your individual requirements or remain completely unaffected by Brexit or Sanctions.

4.4 Except as specifically stipulated in this Agreement, we shall not be responsible for providing or achieving any particular results or outcomes or within a particular time.

4.5 Except where expressly stated in this Agreement, we exclude all conditions, warranties, terms and obligations, whether express or implied by statute, common law or otherwise, to the fullest extent permitted by law in respect of the Declaration Services.

5.1 In order to place a Declaration, you must provide any and all Material as we may require from time to time or is otherwise required for the effective provision of the Declaration Services to achieve the desired outcome. This may include requesting further Material from you following the Declaration being made.

5.2 In submitting the Declaration, you warrant that:

5.2.1 you have and shall (and where you are acting as an Agent, that additionally the Declarant has and shall) comply with any and all applicable laws, statutes, regulations and bye-laws and Sanctions in relation to your provision of the Material, activities connected with the sale, purchase, transportation, import and/or export (as the case may be) and receipt of the Declaration Services and which to the extent applicable shall include but not be limited to:

a) Registering with and complying with the requirements of any Competent Authority from time to time;

b) Ensuring that you have an EORI number, MRN and Entry Number; and ) meeting any and all Additional Charges;

5.2.2 Any and all Material including but not limited to the commodity codes, customs procedure codes, quantities, 

descriptions, specifications, values and other information applicable to the Products contained in the 

Declaration and the Declaration itself is true, complete and accurate in every respect dependent on:

a) its purpose of achieving the import or export of the Products and which for these purposes; and/or

b) the requirements of any Competent Authority and/or Sanctions Authority or any of its criteria for 

applicable authorisations, consents or licences;

5.2.3 the Products are acceptable for transportation and may be deemed unacceptable by the Transporter, HMRC or any other applicable Competent Authority where:

a) it is classified as hazardous, dangerous, prohibited or restricted;

b) the Declaration Services do not meet your requirements as a consequence of any issue with the Declaration or the Material contained therein;

c) it contains counterfeit goods, animal, bullion, currency, banderols/tax stickers, bearer form negotiable instruments, precious metals and stones, real or imitation firearm or parts thereof, weapons, explosives and ammunition, human remains, pornography, drugs or any other unsafe or illegal goods; 

d) it contains goods which are subject to any Sanctions (whether in part or whole); and

e) it is not packaged correctly or adequately or otherwise contains the incorrect documentation or declarations; and

5.2.4 the Material does not breach the Intellectual Property Rights of any third party, and agree and acknowledge that you shall be wholly responsible for any issues arising out of the provision of the Declaration Services where and to the extent that any of the above warranties are incorrect, incomplete, untrue or otherwise breached.

5.3 Unless it is agreed between the parties that you shall make use of our deferment account, as between us and you, you shall remain responsible for the payment of any customs, duties, levies and taxes associated with the movement of the Products in connection with the Declaration Services. 

5.4 You must:

5.4.1 report any faults or suspected faults with or in the Declaration Services and/or the Platform to us immediately upon discovery;

5.4.2 report to us any abuse of the Internet (including spam, hacking and phishing) that you consider to have taken place through the use of the Platform by any person, and you must include in such report as much information as you are able to provide to us relating to the type of abuse that you have witnessed;

5.4.3 ensure that you fully cooperate with, and make yourself available at all reasonable times for discussion and meetings with, us, including in order to enable us to carry out fully, accurately and promptly our obligations under this Agreement;

5.4.4 not submit to us anything which in any respect may infringe the Intellectual Property Rights or privacy or other rights of us or any third party;

5.4.5 promptly provide us with such information, data and assistance that will enable us to carry out fully, accurately and promptly our obligations under this Agreement;

5.4.6 have all necessary rights, permissions and consents to enter into, and perform your obligations under, this Agreement; and

5.4.7 comply with all applicable laws, statutes, regulations, Sanctions and by-laws in relation to the exercise of your rights and performance of your obligations under this Agreement.

5.5 You must not in any way use the Platform, or submit to us or require us to provide the Declaration Services in connection with, anything which in any respect:

5.5.1 is in breach of any law, statute, regulation, Sanction or byelaw of any applicable jurisdiction; necessary. 

5.5.2 is fraudulent, criminal or unlawful;

5.5.3 is inaccurate or out-of-date;

5.5.4 is obscene, indecent, vulgar, discriminatory, offensive, threatening, defamatory or untrue;

5.5.5 is in contravention of any applicable law, nor allow or assist any third party in doing so;

5.5.6 impersonates any other person or body or misrepresents a relationship with any person or body;

5.5.7 may infringe or breach the copy or Intellectual Property Rights of any third party;

5.5.8 may be contrary to our interests;

5.5.9 is contrary to any specific rule or requirement that we may stipulate for the Declaration Services; 

5.5.10 is associated with any Sanctioned Territory;

5.5.11 commits or attempts to commit any Cybersecurity Attack on us or any third party; or

5.5.12 involves your use, delivery or transmission of any viruses, unsolicited communications, Trojan horses, trap doors, cancelbots, back doors, worms, Easter eggs, time bombs or computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any data, personal information or system, and you agree and acknowledge that where we reasonably suspect any such infringement of this or any other clause of these Terms or are otherwise contacted in connection with an investigation into the same, we may in accordance with applicable law, disclose to third parties (including HMRC, Transporters and applicable Competent Authorities) any data provided to use in the course of the provision of the Declaration Services.

5.6 You must not use any automated means to access the Platform or collect any information from it unless we explicitly agree in writing to allow you to do so.

5.7 It is your responsibility to ensure that the Platform and the Declaration Services are sufficient and suitable for your purposes and meets your individual requirements (or where you are the Agent, those of the Declarant additionally).  It is your responsibility to ensure that your use of the Platform and the use of the Declaration Services is in your best interests (or where you are the Agent, those of the Declarant additionally), and you bear sole responsibility and Liability (subject to clause 11.2) for the consequences of your use of the Platform and the use of the Declaration Services.

5.8 It is your responsibility to ensure that you provide us with the information required to enable us to properly make the Platform available to you and to perform our obligations under this Agreement. We shall not be responsible or have any Liability (subject to clause 11.2) for any failure to make the Platform available or to perform our obligations under this Agreement to the extent caused by your failure to properly ensure the provision of the relevant information to us.

5.9 Access to the Declaration Services, an Account and/or the Platform may be suspended or withdrawn to or from you or all Users temporarily or permanently at any time without notice. We may also impose restrictions on the length and manner of usage of any part of the Platform and/or the Declaration Services or access for any reason. If we impose restrictions on you, you must not attempt to use the Declaration Services, your Account or the Platform under any other name or user.

5.10 Whilst we endeavour to ensure that information and materials on the Platform (including information about Transporters’ Services) are correct, no warranty or representation, express or implied, is given that they are complete, accurate, up-to-date, fit for a particular purpose and, to the extent permitted by law and we shall not have any Liability (subject to clause 11.2) for any errors or omissions.

You shall indemnify, keep indemnified and hold us harmless from and against any and all Liabilities (including any Liabilities of a direct, indirect or consequential nature, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis), disbursements (including those deriving from inspections of the Products carried out by or at the direction of a Competent Authority or any other third party) and all other professional costs and expenses) suffered or incurred by us arising out of or in connection with any:

6.1.1 of the warranties in these Terms being breached including any additional Declaration Services which become necessary.

6.1.2 breach of your obligations under this Agreement;

6.1.3 any breach of clause 12; and

6.1.4 your receipt of the Declaration Services, use of your Account or the Platform, or otherwise in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise and which Liabilities shall include any and all Liabilities due to third parties (including but not limited to the Declarant, a Transporter, HMRC or any other applicable Competent Authority, in each case as applicable).

We shall not be held responsible nor assume any responsibility for any:

7.1.1 changes in the Declaration Services and the need to take any resultant actions without agreeing to a variation to the Agreement including the applicable Charges;

7.1.2 implications relating to the movement of the Products, including but not limited to:

a) the route of the Products;

b) delays in departures and arrivals of the Products or incongruence or movement of the same;

c) modifications of or interruptions to the services provided by the Transporters, HMRC or any other applicable Competent Authority; or

d) any actions or omissions of Transporters, HMRC or any other applicable Competent Authority or third parties; 

7.1.3 delays with respect to the fulfilment of any services provided by the Transporters, HMRC or any other applicable Competent Authority or cancellation of such services;

7.1.4 fulfilling any additional requirements of you, your customer or the Transporters and other requirements of HMRC or any other applicable Competent Authority, or the importing or exporting of the Products falling outside of the Declaration Services envisaged as at the later of the date on which the Authority or Declaration applicable to specific Products was made; or

7.1.5 such other adverse impact experienced or Liability suffered by you under or in connection with this Agreement, or any consequences arising therefrom arising out of or in connection with a Brexit Event and you hereby agree and acknowledge that you shall bear all associated costs and risks.

8.1 Whilst access to the Platform and registration for an Account, is currently free of charge, if you place a Declaration, you must pay the amount of the Charges to us.

8.2 The Charges payable to us shall be dependent on whether you have been granted a credit account by us or receive the Declaration Services on an ad hoc basis. Where you:

8.2.1 have a credit account, the Charges shall be calculated per the volume package which you selected as displayed on the Platform, dependent on the nature, extent and quantity of Declaration Services required during a specified time period (“Charges Period”) but chargeable based on the actual nature, extent and quantity of Declaration Services received during that Charges Period; or 

8.2.2 receive the Declaration Services on an ad hoc basis, the Charges shall be calculated with reference to the Products at the time you place your Declaration or (if later) the date on which the Authority is issued.

8.3 All Charges are exclusive of:

8.3.1 VAT, which shall be payable to us in addition at the same time as payment of any sums due; and

8.3.2 any applicable Additional Charges, which shall be payable to HMRC, the Sanctions Authority or the applicable Competent Authority.

8.4 If you wish to amend any Declaration, you must request any such amendments in prior to the date on which the Declaration Services were commenced. We shall notify you of any change in the Charges attributable to the requested amendment and which shall be agreed between the Parties in advance of the continuance of the Declaration Services.

8.5 The Charges shall be payable, where you:

8.5.1 have a credit account, immediately upon receipt of our invoice at the end of the applicable Charges Period; or

8.5.2 receive the Declaration Services on an ad hoc basis, upon making the Declaration.

8.6 In addition to the Charges, you agree that you shall also pay to us any and all costs, disbursements, fees, expenses and other charges suffered or incurred by us whether deriving from the inspection of the Products by or at the direction of a Competent Authority or other applicable third party or otherwise in connection with or arising out of the Declaration Services.

8.7 If you pay for any Charges using credit/debit card, we are able to rely on "Continuous Payment Authority" to process any recurring transactions where monies may be due or any other sums which may become due to us under this Agreement. Where we have processed your payment successfully using your credit or debit card details, we can process any future Charges via the recurring transaction authority.

8.8 We reserve the right to amend the Charges listed on the Platform arising out of or connection with a Brexit Event and shall notify you upon doing so. If you;

8.8.1 accept the increase, we shall process such payment under clause 8.7; or

8.8.2 reject the increase, we may terminate the Agreement without further liability to you. 

You acknowledge that we own all Intellectual Property Rights in the Platform, the Account and the Declaration Services, and any rights (including any Intellectual Property Rights) arising out of any goods, services or works undertaken in connection with them.

10.1 This Agreement will continue in force until we close your Account, or, if you have not registered for an Account or in any event where later than the closing of your Account, until the later of the date on which: 

10.1.1 the Declaration Services; or

10.1.2 the customs procedures connected with or arising out of the provision of the Declaration Services, have been completed.

10.2 We may terminate this Agreement with immediate effect at any time by giving notice to you, except where you are in breach of this Agreement, in which instance we may terminate this Agreement at any time without notice.

10.3 In the event that this Agreement is terminated:

10.3.1 you will cease to have access to the Declaration Services, your Account and the Platform; and

10.3.2 the accrued rights, remedies, obligations and liabilities of us and you as at cancellation or termination shall not be affected, including the right to claim damages for any breach of this Agreement which existed at or before the date of cancellation or termination.

10.4 Termination of the Agreement shall not affect the coming into force, or continuance in force, of any provision which is expressly or by implication intended to come into or continue in force on or after such termination.

11.1 This clause 11 prevails over all of this Agreement and sets forth our entire Liability, and your sole and exclusive remedies, in respect of:

11.1.1 performance, non-performance, purported performance, delay in performance or mis-performance of this Agreement or any services in connection with this Agreement; or

11.1.2 otherwise in relation to this Agreement or entering into a contract under this Agreement.

11.2 Neither Party excludes or limits its Liability for:

11.2.1 its fraud; or

11.2.2 death or personal injury caused by its Breach of Duty; or

11.2.3 Any other Liability which cannot be excluded or limited by applicable law.

11.3 Subject to clause 11.2, we shall not have any Liability in respect of any:

11.3.1 of your actions, errors or omissions, including where any Material including but not limited to the commodity codes, quantities, descriptions, specifications, values and other information applicable to the Products contained in the Declaration and the Declaration itself is untrue, incomplete or inaccurate in any respect;

11.3.2 indirect, special or consequential Liabilities;

11.3.3 loss of actual or anticipated profits;

11.3.4 loss of contracts;

11.3.5 loss of use of money;

11.3.6 loss of anticipated savings;

11.3.7 loss of revenue;

11.3.8 loss of goodwill;

11.3.9 loss of reputation;

11.3.10 loss of business;

11.3.11 ex gratia payments;

11.3.12 loss of operation time;

11.3.13 loss of opportunity;

11.3.14 loss caused by the diminution in value of any asset; or

11.3.15 loss of, damage to, or corruption of, data, whether or not such Liabilities were reasonably foreseeable or we or our agents or contractors had been advised of the possibility of such losses being incurred. For the avoidance of doubt, clauses 11.3.3 to 

11.3.15 (inclusive) of this clause

11.3 applies whether such Liabilities are direct, indirect, special, consequential or otherwise.

11.4 Subject to clause 11.2, our total aggregate Liability arising out of or in connection with all claims in aggregate (including warranty claims and Liabilities relating to the breach of warranty) shall be limited to the greater of:

11.4.1 £50,000 and the total Charges paid by you to us for the provision of the Declaration Services in the previous 3 months, where you have registered for Account to receive the Declaration Services on an ongoing basis for multiple transactions; or

11.4.2 £50,000 or the Charges paid or payable by you to us for the provision of the Declaration Services, which are the subject of the Liability where you have registered for an Account to receive the Declaration Services on a singular basis or have otherwise not registered for an Account.

11.5 The limitation of Liability under clause 11.4 has effect in relation both to any Liability expressly provided for under this Agreement and to any Liability arising by reason of the invalidity or unenforceability of any term of this Agreement.

11.6 You acknowledge and accept that we only make the Platform and the Declaration Services available on the express condition that we will not be responsible, nor, subject to clause 11.2, shall we have any Liability, directly or indirectly, for any act or omission of you, your affiliates or your or their employees, agents, contractors or customers, or any third party.

12.1 You hereby warrant that:

12.1.1 the Products are not in breach of any Sanctions;

12.1.2 you have not operated in or have any dealings in a sanctioned Territory, where such operations or dealings contravene applicable Sanctions;

12.1.3 you, or any respective directors, officers, employees or agents is or has been engaged or involved with or otherwise subject to any Sanctions proceedings in relation to, or in connection with any actual or alleged contravention of applicable Sanctions (Sanctions Proceedings);

12.1.4 no Sanctions Proceedings have been threatened or are pending against you, and that there are no circumstances under this Agreement or which are likely to give rise to any such Sanctions Proceedings; 

12.1.5 you are not a Sanctions Target, and that you are not engaging, or have been engaged in any conduct, operations, transactions or dealings that could result in becoming a Sanctions Target; and

12.1.6 you have implemented, maintain and enforce adequate policies, procedures, training programmes, systems and control designed to ensure compliance with applicable Sanctions by you and any respective directors, officers, employees or agents (as appropriate).

12.2 In the event of any breach of clause 12.1 above, we may at all times and without liability to you:

12.2.1 reserve the right to suspend all or party of the Declaration Services; and

12.2.2 invoice you in full for any Loss incurred by us or any third party for any delay in transport, storage, insurance or courier costs (whether directly or indirectly) associated with any Sanction breach under this Agreement. 

12.3 Without limiting any of our rights or remedies under this Agreement, we may terminate this Agreement with immediate effect at any time without notice, for any breach of you under this clause 12. 

13.1 Any notice given to either Party under or in connection with this Agreement shall be in writing, addressed to the relevant Party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that Party may have specified to the other Party in writing, and shall be delivered personally, sent by pre-paid first class post, recorded delivery or commercial courier.

13.2 A notice shall be deemed to have been received if: 

13.2.1 delivered personally, when left at the address referred to in clause 13.1; 

13.2.2 sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; or

13.2.3 delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed.

13.3 The provisions of this clause 13 shall not apply to the service of any proceedings or other documents in any legal action.

You must not assign, transfer, charge or otherwise encumber, create any trust over, or deal in any manner with, this Agreement or any right, benefit or interest under it, nor transfer, novate or subcontract any of your obligations under it, without our prior written consent (such consent not to be unreasonably withheld or delayed).

15.1 If any court or Competent Authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected.

15.2 If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

16.1 A waiver of any right or remedy under this Agreement is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

16.2 The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

A person who is not a Party shall not have any rights under or in connection with this Agreement.

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or (strictly in the case of us) default of our suppliers or subcontractors or any matter arising out of or in connection with Brexit. 

Nothing in this Agreement shall constitute a partnership or employment or agency relationship between the Parties.

20.1 Save as expressly provided in this Agreement, this Agreement (and any document referred to in it) shall operate to the entire exclusion of any other agreement, understanding or arrangement of any kind between the Parties and in any way relating to the subject matter of this Agreement, to the exclusion of any representations not expressly stated in this Agreement, except for any fraudulent misrepresentations or any misrepresentation as to a fundamental matter. You acknowledge that you have not accepted these Terms based on any representation that is not expressly incorporated into these Terms.

20.2 Subject to any Declaration (which shall in any event be submitted in accordance with and subject to these Terms), this Agreement constitutes the whole agreement and understanding of the Parties as to the subject matter of this Agreement and there are no provisions, terms, conditions or obligations, whether oral or written, express or implied, other than those contained or referred to in this Agreement.

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

21.2 If a judgment is made in England a certificate is required to enforcement in Scotland and Northern Ireland with cost paid upfront and added to the debtors payment.