Carrier Terms and Conditions


1. INTRODUCTION

1.1 The Carrier is the party listed in the Carrier Statement of Work or the party that performs the services under the contract. wnDirect whose details are stated in the Carrier Statement of Work requires certain services to be performed by the Carrier. The Carrier accepts goods for carriage and provides Services to wnDirect as set out in the Carrier Statement of Work.

1.2 These Conditions will apply from the moment that the Contract is formed in accordance with its definition below.

1.3 The terms and conditions set out in the Contract shall apply to all goods carried and services provided by the Carrier to wnDirect, to the exclusion of any provision that is different from or in addition to this Contract (whether proferred verbally or in writing including any quotation, invoice, shipping document, bill of lading, waybill, acceptance, confirmation, correspondence, tariff, online terms and conditions or circular.

2. DEFINITIONS

2.1 In these Conditions, the following terms shall have the following meanings:

2.1.1 “Applicable Laws” means all applicable laws, statutes, bye-laws, legislation, regulations, codes of practice, guidance or other requirements of any relevant government, governmental or regulatory agency or other relevant body;

2.1.2 “Associated Company" means any subsidiary, group or holding company of a Party or subsidiary of any holding company of a Party and the terms "group company", "holding company" and "subsidiary" shall have the meanings given to them under section 1159 of the Companies Act 2006;

2.1.3 "Carrier" means the carrier named on the Statement of Work;

2.1.4 “Commencement Date” means the date of this Contract as set out in the Carrier Statement of Work or the date the Parties began Services;

2.1.5 “Conditions” means these Carrier terms and conditions;

2.1.6 “Charges” means the charges for the Services set out in the Carrier Statement of Work or otherwise agreed in writing between the Parties from time to time;

2.1.7 “Confidential Information” means non-public information of the parties relating to their and their affiliates' business activities, financial affairs, technology, marketing or sales plans that is exchanged or otherwise made available by the Parties in the formation and implementation of the Contract. Confidential Information includes these terms and conditions and any url containing these Conditions and the Conditions and pricing of the Contract and the content of all reports which have been produced pursuant to the Contract. Confidential Information shall not include information which: (i) is or becomes public knowledge through no breach of the Contract by the receiving party; (ii) is received by the recipient from a third party not under a duty of confidence; or (iii) is already known or is independently developed by the receiving party without use of the Confidential Information;

2.1.8 “Consignment” shall mean, collectively, all Parcels sent at the same time in the same load by or for the same wnDirect client to be delivered to the same delivery location to the same named consignee pursuant to the terms of the Contract;

2.1.9 “Contract” means the terms as defined in a Carrier Statement of Work or otherwise agreed between the Parties as forming the contract of carriage, incorporating the terms of these Conditions, which shall be formed when a duly authorised representative of the Parties executes a Carrier Statement of Work or when wnDirect sends Parcels to the Carrier to transport as part of the Services and the Carrier accepts the order for carriage and/or the provision of its services for wnDirect. The Carrier shall be deemed to have notice of and accepts these Conditions if and as soon as such Carrier accepts an order from wnDirect for the carriage of goods or other services;

2.1.10 “Control” is as defined section 840 of the Income and Corporation Taxes Act 1988;

2.1.11 “Dangerous Goods” means goods listed as dangerous in the Carriage of Dangerous Goods & Use of Transportable Pressure Equipment Regulations 2009, the Chemicals (Hazard Information and Packaging for Supply) Regulations 2009, Carriage of Dangerous Goods and Use of Transportable Pressure Equipment (Amendment) Regulations 2011, the Classification and Labelling of Explosives Regulations 1983 (as amended), goods classified as hazardous material, dangerous goods, prohibited or restricted articles by IATA (International Air Transport Association), ICAO (International Civil Aviation Authority), ADR (European Road Transport Regulation on dangerous goods), IMDG (International Maritime Dangerous Goods Code) or the UPU (Universal Postal Union Convention) and its regulations and any other goods which are considered as dangerous or hazardous or present a comparable hazard by regulatory bodies governing transport by road, air or sea in any applicable laws, regulations and/or guidelines or which wnDirect or its subcontractors are not otherwise entitled to transport due to restrictions placed by airline or other carriers. Dangerous Goods are also goods which can cause direct physical damage, are capable of causing injury to people or to their health, or are physically dangerous to other goods or that may cause damage to property;

2.1.12 “Data Protection Legislation” (a) all applicable data protection legislation (as amended from time to time), including without limitation the Electronic Communications Data Protection Directive 2002/58/EC, the Privacy and Electronic Communication (EC Directive) Regulations 2003, the Data Retention (EC Directive) Regulations 2009, and the GDPR and all subordinate legislation and all other applicable data protection laws existing anywhere in the world; and (b) any legislation and/or regulations implementing the above data protection legislation or any orders made or codes of practice issued under them including where applicable the guidance and codes of practice issued by the Information Commissioner.

2.1.13 “Deliverables” means all documents, materials, products, data or information developed or provided by wnDirect or its agents, subcontractors, consultants and employees in relation to the Services and the IP Licenses in any form, including computer programs, access to portals, data, reports and specifications (including drafts) and whether or not created before or after the Commencement Date as defined in a Carrier Statement of Work or the date Services were first provided to wnDirect;

2.1.14 “Delivery Success” shall be deemed when a parcel receives one of the following delivery success scan data events within the wnDirect systems (which shall be after this information has been passed from the Carrier to wnDirect): Local Collect at PO, Carded, Customer to collect from carrier, Customer moved, Refused by customer, Delivered, Delivery arranged with recipient, No access to recipient’s address, Out for delivery. Such statuses will be assigned by the Carrier accurately and in accordance with the guidelines provided by wnDirect.

2.1.15 "Drop off / Injection point Location(s)" means the location where the Carrier shall deliver the Parcels.

2.1.16 “Force Majeure” means any cause beyond a Party’s reasonable control including (without limitation) Acts of God (including earthquake or other natural disaster), acts of terrorism, war or warlike operations, civil unrest or riot, any law or any action taken by a government, public or banking/financial authority, with negative economic consequences including (without limitation) imposing an export or import restriction, quota or prohibition, and extraordinary currency fluctuations;

2.1.17 “Frequency” means the frequency, with which the Carrier shall collect Parcels from the Pick-up Locations;

2.1.18 “GDPR” the General Data Protection Regulation, being Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC and including any such enactment of the GDPR into UK legislation.

2.1.19 “Good Industry Practice” means the exercise of that degree of skill, care, prudence, efficiency, foresight and timeliness as would be expected from a leading company within the relevant industry or business sector;

2.1.20 “Initial Period” means the period identified as such in the Carrier Statement of Work;

2.1.21 “Intellectual Property Rights” means all patents, rights to inventions, copyright and related rights, trademarks, service marks, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database right, typography 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 for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world;

2.1.22 “IP Licenses” mean the worldwide, non-exclusive, non-transferable or assignable, royalty free license provided by wnDirect to the Carrier for the duration of this Contract to use the wnDirect portals, tools or systems according to their individual terms of use;

2.1.23 “Notice Period” means the period identified as such in the Carrier Statement of Work;

2.1.24 “Parcels” shall mean any parcel which wnDirect requests that the Carrier shall transport pursuant to the terms of the Contract;

2.1.25 “Party” means wnDirect or the Carrier; “Parties” means wnDirect and the Carrier;

2.1.26 “Peak” means the period between November 1st – January 15th and any other recognised periods of high volume across any other jurisdiction outside of the UK;

2.1.27 “Personal Data” means any data compiled by and/or supplied by wnDirect to the Carrier which itself or in combination with other information identifies a living individual;

2.1.28 “Pick-up Location” means the location from where the Carrier shall collect Parcels;

2.1.29 “Restricted Items” means tobacco products, works of art, high value jewellery or watches, cash, glass, porcelain or other fragile materials, negotiable instruments (including cheques and any vouchers with a face value), passports, precious stones or pearls, precious metals, valuable accessories, valuable collectible items such as coins and stamps and spare parts, antiques, non-food animal products, furs or any other valuables, wines, beer, spirits, living or dead animals, fish, birds or any other living organism of any type, frozen or perishable food or other perishable items, perfume or cologne (in a total volume in the same Consignment of more than 100ml which will be carried by air), counterfeit goods, real or imitation firearms or other weapons;

2.1.30 “Services” means the parcel delivery and related services provided or to be provided by the Carrier pursuant to this Contract, from time to time including those services more particularly described in the Carrier Statement of Work or otherwise agreed in writing between the Parties;

2.1.31 “Service Levels” means the service levels relating to the Services which are set out in the Carrier Statement of Work or as otherwise agreed from time to time in writing;

2.1.32 “Carrier Statement of Work” means a statement of work executed by the Parties to which the Conditions relate;

2.1.33 “Taxes and Duties” means all taxes, charges, imposts, customs duties, levies, and other fees or charges of any kind including legitimate fines incurred through no fault of the Carrir, payable to any governmental, fiscal or taxing authority anywhere in the World (but excluding any taxes in relation to either Parties’ income);

2.1.34 “Third Party” has the meaning set out in the Contracts (Rights of Third Parties) Act 1999;

2.1.35 “VAT” means value added tax or other similar duties or sales taxes which may be applicable;

2.1.36 “UK” means the United Kingdom of Great Britain and Northern Ireland;

2.1.37 “Undeliverable” means a Parcel that has not been delivered to the consignee due to reasons outside of wnDirect’s control;

2.1.38 “Year” means the 12-month period from the Commencement Date and each 12-month period from the anniversary of the Commencement Date;

2.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

2.3 Unless otherwise agreed in writing by the Parties, if there is any conflict or inconsistency between the main body of these Conditions, the Carrier Statement of Work and the Rate Card, the order of precedence shall be the Carrier Statement of Work and Rate Card, and then the main body of these Conditions.

3. GENERAL

3.1 In consideration of the payment by wnDirect of the Charges and the provision of the IP Licenses for the same, the Carrier shall supply the Services to wnDirect.

3.2 The Services shall be provided by the Carrier as required by wnDirect. wnDirect will supply the Carrier with an electronic file (in text format) detailing the Parcels to be processed by the Carrier for each day in which Services are required.

3.3 Where applicable to the Services, the Carrier will ensure that Parcels shall be guaranteed space on relevant delivery journeys to be made by the Carrier and shall ensure that the Parcels have first priority on the first available delivery journeys for their destination.

3.4 The maximum actual weight of a Parcel to be carried as part of the Services shall normally be thirty (30) kilograms. wnDirect shall use its reasonable endeavours to ensure that the actual maximum weight of parcels sent using the Services shall be thirty (30) kilograms. Parcels with greater actual weight than this shall only be carried regularly as part of the Services where the Parties have agreed a separate pricing structure for such parcels.

4. THE DUTIES OF THE CARRIER

4.1 The Carrier shall provide the Services in accordance with the terms of this Contract and shall ensure that the Service Levels are achieved and that the Services will be performed by appropriately qualified and trained personnel in line with Good Industry Practice. The Carrier personnel will not be subject to any export control sanctions and the Carrier shall ensure that any subcontractors used to perform the Services are not themselves subject to export control or any other sanctions and do not engage or employ any persons or entities that are subject to export control or any other sanctions. The Carrier shall alert wnDirect immediately if they discover that any personnel or subcontractors are subject to export control or any other sanctions.

4.2 The Carrier shall maintain all necessary licences, consents and approvals required to provide the Services and should the Carrier fail for any reason to maintain such licenses, consents and approvals necessary to perform the Services, wnDirect can terminate this Contract on immediate written notice.

4.3 The Carrier shall provide weekly electronic reports (“Weekly Reports”) in a format reasonably required by wnDirect detailing the number of Parcels (i) processed; and (ii) delivered during that week, and the Carrier’s performance against the Service Levels and such further information as is reasonably required by wnDirect. The Carrier shall promptly provide wnDirect with evidence requested to verify the content of the Weekly Reports. The Carrier shall also provide the daily reports and proactive delay notifications set out on the Carrier Statement of Work.

4.4 The Carrier shall immediately inform wnDirect by telephone and email if it becomes aware that any Parcels and / or Consigments contain, including, but not limited to, any of the following goods:

4.4.1 Dangerous Goods, hazardous or flammable goods;

4.4.2 Restricted Items;

4.4.3 any goods prohibited by the law or regulation of any government or public or local authority of any country where the goods are carried; or

4.4.4 any goods which require temperature controlled transport.

4.5 If the Carrier receives any complaint, notice or communication from any wnDirect customer which relates to the Services, from any other party which directly or indirectly relates to wnDirect, it shall immediately notify wnDirect and it shall provide wnDirect with full co-operation and assistance in relation to any such complaint, notice or communication.

4.6 The time of the performance of and delivery of the Services is of the essence of this Contract.

4.7 The Carrier warrants and represents that the Services will be provided in accordance with:

4.7.1 the terms of this Contract;

4.7.2 all Applicable Laws;

4.7.3 all descriptions and specifications agreed with wnDirect to be applicable to the Services;

4.7.4 Good Industry Practice; and

4.7.5 in a manner that will not bring wnDirect into disrepute with its customers or otherwise harm the reputation of wnDirect.

4.8 Insurance

4.8.1 The Carrier shall obtain and maintain all necessary insurances to the levels required by Applicable Laws in relation to its provision of the Services and its business generally. Notwithstanding the generality of the foregoing, the Carrier shall obtain and maintain insurance which covers the Parcels to their indemnified value whilst they are being stored or processed within the Carrier’s and/or its subcontractor’s premises. The Carrier will indemnify wnDirect for any losses sustained by wnDirect as a result of loss or damage to Parcels whilst they are being stored or processed within the Carrier’s and/or its subcontractor’s premises.

4.8.2 In relation to the insurance policies described in Condition 4.8.1:

4.8.2.1 such policies shall be obtained and maintained with a reputable insurance company at the Carrier’s own cost and expense;

4.8.2.2 any deductibles contained in such insurance policies shall be the responsibility of the Carrier; and

4.8.2.3 if so requested by wnDirect, the Carrier shall furnish or cause to be furnished to wnDirect a copy of the certificate(s) of insurance evidencing compliance with the foregoing requirements.

4.9 IT CHANGES

4.10 The Carrier shall ensure for itself and its subcontractors performing any part of the Services that:

4.10.1 any IT changes made within its business that affect tracking in the Services must be pre-notified to wnDirect at least 2 weeks before the changes are made. Any changes that are not advised 2 weeks before they are effective will be re-charged to and payable by the Carrier at the development cost charged to wnDirect and may be set off by wnDirect against the Charges owed to the Carrier;

4.10.2 No IT changes will be implemented that impact wnDirect customers during Peak;

4.10.3 The Carrier shall ensure that any significant IT changes that it intends to make within its business systems that will affect wnDirect’s ability to allocate to it and/or get a label back (e.g. a change of label) will be notified to wnDirect one month in advance;

4.10.4 The Carrier shall ensure that any significant IT changes that it intends to make to the FTP servers receiving manifests will be notified to wnDirect 2 weeks in advance;

4.10.5 The Carrier shall ensure that any IT changes that it intends to make within its systems that may negatively affect any other element of integration with wnDirect must be notified to wnDirect at least 2 weeks in advance; and

4.10.6 Where APIs or other systems within the Carrier’s network might affect the timings for Services where labels are provided to wnDirect, the Carrier shall ensure that these are robust and have sufficient backup alternate systems.

4.11 TRACKING

4.11.1 The Carrier shall ensure that all tracking scans are fed into wnDirect’s system within 6 hours of the tracking taking place. Any claims made to wnDirect by its clients for the cost of carriage for “absence of tracking” or parcels considered as failed for delivery due to the absence of tracking or such equivalent complaint shall be recharged to and payable by the Carrier if tracking is not provided within 5 network days of the parcel arriving in the Carrier’s entry destination hub.

4.11.2 Where wnDirect advises the Carrier at any time that tracking is not pulling through to the relevant system, the Carrier shall respond within 48 hours of such notification (excluding weekends) that this is being dealt with, and provide regular updates as to when this will be fixed. If the tracking issue is found to originate within the Carrier’s systems, when the problem is resolved, the Carrier agrees that it is responsible for providing duplicate tracking files through to the relevant system within 5 network days.

4.11.3 The Carrier shall ensure that 98% end scan compliance is achieved (a delivered event or stop the clock equivalent) within 5 network days from arrival in the entry destination hub.

5. NON-SOLICITATION

5.1 Unless otherwise agreed by wnDirect in writing, the Carrier shall not, and shall procure that its Associated Companies do not:

5.1.1 solicit or endeavour to entice away the business or custom of wnDirect’s customers or clients as communicated from time to time with a view to providing services in competition with wnDirect’s business; and

5.1.2 offer to employ or engage or otherwise endeavour to entice away any employee or worker of wnDirect with whom the Carrier has dealt with in the 12 months prior; and

5.1.3 contract with or in any way do business with sub-contractors of wnDirect with a view to procure services directly from such sub-contractor (save for any airlines).

6. PRICE AND PAYMENT

6.1 In consideration of the provision of the Services by the Carrier, wnDirect shall pay the Charges for the same as set out in the Carrier Statement of Work.

6.2 All Charges shall, where applicable, be exclusive of VAT or other sales taxes which the Carrier shall, where applicable, be entitled to add to its invoices at the appropriate rate.

6.3 Where the Carrier performs clearance services as part of the Services, the Carrier shall be responsible for ensuring that the parcels are processed through customs and shall pay all Taxes and Duties in relation to the import and delivery of the Parcels which are provided by wnDirect for processing, as part of the Services.

6.4 Where Taxes and Duties are paid by the Carrier on behalf of wnDirect as part of the Services, the Carrier shall be entitled to pass through to wnDirect without mark-up, and wnDirect will pay, the Taxes and Duties which are incurred by or on behalf of the Carrier in relation to the import and customs clearance of the Parcels. Such charges shall be itemised on each invoice submitted and relevant documentation such as receipts for such payments from the relevant tax and customs authorities shall be made available to wnDirect on request. No other Taxes and Duties may be charged by the Carrier or otherwise passed through to wnDirect in relation to the Services. Any claims for Taxes and Duties received by wnDirect which relate to the Carrier’s provision of the Services, shall be passed on by wnDirect to the Carrier and paid by the Carrier. Or, if wnDirect is obliged to pay such Taxes and Duties, the Carrier will reimburse wnDirect for such sums on an indemnity basis.

6.5 The Carrier shall invoice wnDirect for the Parcels that have been successfully delivered by the Carrier in that week. Such invoices shall be submitted at the same time and reflect the content of the Weekly Reports.

6.6 Unless otherwise agreed in writing by the Parties or set out differently in the Carrier Statement of Work, wnDirect shall pay each undisputed invoice which is properly due within forty five (45) days of the date on which the invoice is received, to a bank account nominated in writing by the Carrier in the currency agreed between the Parties and reflected on the Carrier Statement of Work. Where delivery scans have not been uploaded onto wnDirect’s systems in the required timelines, such parcels shall be considered as undelivered and shall not be chargeable. The Carrier understands and accepts that it does not have a right of lien over the parcels at any time or for any reason.

6.7 The Carrier is not entitled to suspend performance of services for non-payment until payment is overdue by at least 20 working days and the Carrier has notified wnDirect that such amount is overdue and has put wnDirect on notice that the performance of the services will be suspended where wnDirect does not make a payment within a further 10 working days.

6.8 The Charges may not be increased without the written agreement of the Parties, except that the Carrier may review and amend its Charges once per Year following the Commencement Date. Proposed price increases notified to wnDirect on or by 31st December of each year shall take effect no earlier than 1st March of the following year. The Carrier shall give wnDirect as much notice as possible before implementing a price increase for the services performed, with the latest notice being given for price increases to occur the following year being no later than December 31st each year.

7. TERM AND TERMINATION

7.1 This Contract shall commence on the Commencement Date and, unless earlier terminated in accordance with the other provisions of this Contract, shall continue for the Initial Period and (unless earlier terminated in accordance with the other provisions of this Contract) shall continue thereafter until either Party terminates giving the other Party written notice to terminate which is not shorter than the Notice Period.

7.2 Either Party may terminate this Contract immediately by notice in writing to the other if that other shall:

7.2.1 commit a material breach of this Contract and (in the case of a breach capable of being remedied) shall have failed, within thirty (30) days after the receipt of a written request from the first Party to do so, to remedy the breach; and/or

7.2.2 become insolvent or bankrupt or go into liquidation, receivership or administration or is wound up or enters into a composition or arrangement with its creditors or takes or suffers any similar or analogous action in any jurisdiction.

7.3 Where the Carrier intends to make a fundamental change to their performance of the services, the Carrier must inform wnDirect by giving not less than 30 days written notice. Should the Carrier make a fundamental change to their performance of the services without providing wnDirect with 30 days notice in writing, wnDirect may terminate the service immediately.

7.4 Without prejudice to its other rights and remedies, wnDirect may terminate this Contract immediately at any time by giving notice in writing to the Carrier if:

7.4.1 the Carrier fails in any 3 weeks in any continuous 6-week period to achieve the Service Levels;

7.4.2 if permitted under Conditions 4.2, 7.3, 11.5 and 11.28;

7.4.3 the Carrier undergoes a change of Control or takes or suffers any similar or analogous change in any jurisdiction (and the Carrier shall notify wnDirect in writing within fourteen (14) days of any change of its Control). In this Condition “change of Control” means where fifty-one per cent (51%) or more of the Carrier’s shares are directly owned by any one entity.

7.5 Expiry or termination of this Contract for any reason shall be without prejudice to the accrued rights and remedies of either Party and shall not affect the coming into force or the continuance in force of any obligations which expressly or by implication are intended to come into or continue in force on or after such expiry or termination.

7.6 Notwithstanding expiry or earlier termination, unless wnDirect specifies otherwise, the Carrier shall complete the provision of the Services for which orders have been placed prior to the date of expiry or earlier termination.

8. CONFIDENTIAL INFORMATION

8.1 Each Party shall keep strictly confidential the terms of this Contract and all information concerning the business and affairs of the other obtained from the other pursuant to this Contract. This includes, without limitation, any Personal Data supplied by a Party and/or any third party in accordance with the terms of this Contract. For the avoidance of doubt, the identity of the retailers with whom wnDirect contracts shall be considered to be confidential and treated as such by the Carrier (save to the extent necessary to perform the Services).

8.2 The obligations of Condition 8.1 above shall survive the termination of this Contract but shall not apply to any information which:

8.2.1 the recipient can demonstrate was already in its possession and at its free disposal prior to receipt under the circumstances mentioned at Condition 8.1 above;

8.2.2 is required by law to be disclosed;

8.2.3 is subsequently disclosed to the recipient without any obligation of confidence by a third party who has not derived it directly or indirectly from the disclosing Party; and/or

8.2.4 enters the public domain through no act or default of the recipient, its agents or employees.

8.3 Any announcement by either Party with regard to the Services and/or the relationship between wnDirect and Carrier must be agreed in writing in advance by both Parties. However, nothing contained herein will prevent wnDirect informing any customer or potential customer that the Services will be carried out by the Carrier.

9. LIABILITY

9.1 Nothing in this Contract seeks to limit or exclude a Party’s liability to the other Party for:

9.1.1 death or personal injury caused by the negligence of that Party;

9.1.2 fraud and/or fraudulent misrepresentation; and/or

9.1.3 any other matter that cannot by law be restricted or excluded.

9.2 Subject to Condition 9.1 and Condition 11 in relation to each Year, and except for claims in relation to Charges which are owed by wnDirect, for all causes of action first arising in that Year, under no circumstances shall the total aggregate liability of either Party to the other (however arising) under or in relation to this Contract, including (but not limited to) liability for breach of contract, misrepresentation (whether tortious or statutory), tort (including but not limited to negligence), breach of statutory duty or otherwise, exceed the greater of:

9.2.1 two hundred thousand pounds Sterling (£200,000); or

9.2.2 200% of the total Charges paid under the Contract in the previous Year (if applicable) or if one full Year has not yet passed 200% of the total Charges paid under the Contract from the Commencement Date.

9.3 Subject to Condition 9.1, under no circumstances shall either Party be liable to the other for any of the following types of loss or damage arising under or in relation to this Contract (whether arising for breach of contract, misrepresentation (whether tortious or statutory), tort (including but not limited to negligence), breach of statutory duty, liability under indemnities save for Condition 11.1.21 or otherwise):

9.3.1 any loss of profits, business, contracts, anticipated savings, goodwill, or revenue, any wasted expenditure, or any loss or corruption of data (regardless of whether any of these types of loss or damage are direct, indirect or consequential); or

9.3.2 any indirect or consequential loss or damage whatsoever, even if that Party was aware of the possibility that such loss or damage might be incurred by the other.

9.4 For Parcels that are lost or damaged by the Carrier, the Carrier shall pay to wnDirect £50 per parcel or the declared retail value of the parcel contents, whichever is lower. Where delivery scans are not uploaded to wnDirect systems, such parcels may be considered as lost parcels by wnDirect.

9.5 Where wnDirect has had to pay its client’s service level credits or equivalent types of payment for inadequate services and such deliveries in service are wholly attributable to the Carrier, wnDirect shall be entitled to pass such costs to the Carrier for payment.

10. INTELLECTUAL PROPERTY RIGHTS

10.1 Any Intellectual Property Rights in wnConsign, wnDuty, wnReturns Portal, IFOS including where re-branded and any other Deliverables supplied by wnDirect to the Carrier in connection with the Services and the IP Licenses, belong to wnDirect including any amendments or enhancements to such materials regardless of who has made the amendment or enhancement;

10.2 wnDirect hereby provides the Carrier with the IP Licenses;

10.3 All Intellectual Property Rights in the Parties’ design work, modifications, service programmes, contractual documentation and any and all documents, materials, data or information in whatever form provided by one Party to the other in connection with the Services, or in support of this contract belong to the providing Party.

11. COMPLIANCE

11.1 DATA PROTECTION LEGISLATION

11.1.1 The Carrier shall, and shall ensure that it and its sub-contractors shall, process Personal Data only to the extent, and in such a manner, as is necessary for the purposes of performing its obligations under the Contract and in accordance with wnDirect’s instructions from time to time and shall not process the Personal Data for any other purpose.

11.1.2 The Carrier acknowledges that wnDirect is required by the Data Protection Legislation to ensure that all contractors and sub-contractors incorporated outside the European Economic Area who process Personal Data on behalf of it must have protections in place such that wnDirect can ensure compliance with the Data Protection Legislation when such Personal Data is processed by the Carrier, including promptly executing and arranging for its sub-contractors to execute European Commission-approved standard contractual Conditions (or such other contracts as wnDirect may require) for the transfer of personal data outside of the European Economic Area.

11.1.3 The Carrier shall process the Personal Data only in accordance with this Contract and shall ensure that it and each of its sub-contractors has in place the appropriate technical and organisational measures to guard against the unauthorised processing, accidental loss of, theft of and/or damage to the Personal Data.

11.1.4 The Carrier shall promptly and in any event within 48 hours inform wnDirect if any Personal Data is lost or destroyed or becomes damaged, corrupted, or unusable. The Carrier agrees to indemnify and keep indemnified and defend at its own expense wnDirect against all costs, claims, damages or expenses incurred by wnDirect or for which wnDirect may become liable due to any failure by the Carrier or its employees, agents or subcontractors to comply with any of its obligations under this Condition 11.

11.1.5 The Carrier shall on request demonstrate its compliance with the Data Protection Legislation including providing all necessary information reasonably requested and allowing for and contributing towards reasonably requested audits and inspections.

11.1.6 The Carrier shall promptly and in any event within 48 hours notify wnDirect in the event of any breach or potential breach of security leading to an accidental or unlawful destruction, loss, alteration, unauthorised disclosure of or access to any Personal Data, its breach or potential breach of the Data Protection Legislation or any complaint, notice, investigation or correspondence from any regulatory authority or data subject or their representatives relating to the alleged breach of the Data Protection Legislation or a subject access request. After notification the Carrier shall provide wnDirect with all necessary assistance and information to deal with the situation in a prompt manner to allow wnDirect to deal with its obligations under any third party contracts or in accordance with the Data Protection Legislation, and take whatever steps are necessary to mitigate and remediate the impact of the incident and prevent its reoccurrence and update wnDirect regularly.

11.1.7 The Carrier guarantees that it has technical and organisational skills required to carry out the Services in compliance with the obligations laid down and that it has ensured that any subcontractors performing services on its behalf also have technical and organisational skills required to carry out the Services in compliance with the obligations laid down.

11.1.8 Accordingly, without limiting the generality of any of the foregoing, the Carrier undertakes to:

11.1.9 carry out Personal Data processing only on wnDirect’s written instructions and to refrain from any use or processing of the data that is not in accordance with wnDirect’s written instructions or is outside the performance of this Contract and in particular to make no use, including commercial, on its own behalf or on the behalf of a third party, of Personal Data transferred to or collected from wnDirect or the consignee or as necessary for the performance of the Contract;

11.1.10 keep processed Personal Data in a form allowing the identification of persons, only for the time necessary for the performance of the Services;

11.1.11 advise and assist wnDirect to ensure compliance of the Services and the processing of Personal Data for such Services with the Data Protection Legislation, in particular in the context of carrying out privacy impact assessments;

11.1.12 provide wnDirect with assistance in order to respond to any request by individual data subjects to exercise their rights and/or any request for information from wnDirect or and regulatory or supervisory authorities. The Carrier shall, within 5 working days from wnDirect’s request, communicate all the information and complete all measures enabling wnDirect to comply with a request for a right of access, communication, correction and/or deletion of the personal data processed by the Carrier from the person concerned, or any supervisory or regulatory authority;

11.1.13 inform wnDirect promptly of any request directly made to it and more generally any event affecting the Personal Data processing.

11.1.14 Moreover, the Carrier undertakes not to subcontract all or part of the Personal Data processing or any part of the Services requiring processing of personal data without having previously informed wnDirect of its intention and having obtained its express written agreement and ensuring any subcontractor contractually commits in writing to comply with obligations at least as strict as those set out in this Contract in relation to the processing of Personal Data. However, the Carrier is still fully responsible for and liable for the actions of any subcontractor that it uses in the performance of the Services.

11.1.15 The Carrier shall keep a personal data register to record the processing that it implements on wnDirect’s behalf.

11.1.16 The Carrier shall take all measures necessary to preserve the integrity, availability and confidentiality of the Personal Data. In particular, the Carrier undertakes to establish technical and organisational measures to ensure to a best practice standard, an appropriate level of security and confidentiality in relation to the risks presented by the processing and the nature of the Personal Data processed and in particular, without limitation, undertakes to:

11.1.17 where possible, retain and process Personal Data separately from its own data or data from other customers or suppliers;

11.1.18 protect the Personal Data against accidental or unlawful destruction or accidental loss, alteration, disclosure or unauthorised access;

11.1.19 only make the processed Personal Data accessible and searchable to those of its staff who are duly authorised because of their duties and capacity to require such information and limit their access to what is necessary for them to perform their duties. The Carrier’s staff authorised to access the data must be bound by a confidentiality obligation at least as strict as the confidentiality obligations set out in this Contract.

11.1.20 keep the access logs to the Personal Data and maintain an audit trail of Personal Data processing.

11.1.21 The Carrier shall be liable for and shall fully and promptly indemnify and hold harmless wnDirect for any losses arising from or incurred by wnDirect as a result of the loss or destruction of or damage to or unauthorised disclosure of or unauthorised access to Personal Data by any failure of the Carrier to comply with the provisions of this Condition, and such indemnity is unlimited.

11.1.22 The Carrier undertakes to make available to wnDirect a detailed description of the technical and organisational measures implemented by it or its subcontractors in accordance with this Condition and to accurately and fully complete any audits or requests for information that are submitted to it from wnDirect from time to time to verify such measures.

11.1.23 The Carrier undertakes to notify wnDirect promptly of any incident that could potentially affect the Personal Data, as well as any Personal Data breach. In this situation, the Carrier shall communicate to wnDirect promptly and in any event within 48 hours all the information available to it regarding the conditions surrounding the security incident and in particular the nature and the extent of the impacted Personal Data, the number of data subjects concerned, the likely consequences and the technical conditions under which the incident took place.

11.1.24 The Carrier shall assist wnDirect, without this giving rise to additional Charges, with responding to any requests from supervisory and regulatory authorities regarding the incident.

11.1.25 The Personal Data processed in performance of this Contract may not be disclosed to a third party except for those cases provided for in this Contract or those provided for by a legal and/or regulatory provision.

11.1.26 The Carrier shall establish procedures to ensure that the third parties that it allows to access the Personal Data, including any other processor (subject to wnDirect providing its express acceptance in advance), respect and preserve the confidentiality, integrity and security of the Personal Data.

11.1.27 For this purpose, the Carrier undertakes to impose on its processor service provider(s) the same obligations as those laid down herein in order to ensure that the privacy, security and integrity of the Personal Data is respected, and that the Personal Data can neither be transferred nor rented to a third party either free-of-charge or for a fee, nor used for purposes other than those set out in this Contract and guarantees that the said processor service providers shall comply with their obligations.

11.1.28 The Carrier shall inform wnDirect of any request for access or communication from a third party claiming to be authorised by legal or regulatory provisions. Before any access or communication, the Carrier must have carried out the checks required with respect to the validity of the request for communication, in particular with wnDirect.

11.1.29 Should the Carrier process all or part of the Personal Data outside the EU, the EEA, or a country recognised with an adequate level of protection by the European Commission, it undertakes to govern the personal data transfer by appropriate guarantees, such as by using standard contractual Conditions of the European Commission or Binding Corporate Rules.

11.1.30 When wnDirect authorizes the subcontracting of all or part of Personal Data processing, the Carrier shall ensure that no Personal Data is transferred outside of the EU, the EEA, or a country recognized with adequate level of protection by the European Commission, by its own subcontractors or partners, without appropriate guarantees previously drawn to the attention of wnDirect. wnDirect reserves the right to carry out any verification which seems useful to it to check that the obligations arising from this Condition are performed.

11.1.31 On expiry of the Contract, the Carrier undertakes and to procure that its subcontractors undertake, to return or to destroy, according to the instructions and within the time limits specified by wnDirect, all of the Personal Data processed on behalf of wnDirect in an automated or manual way. The Carrier must also return all the physical data, files or folders that it holds. Where Personal Data is destroyed, the latter shall be certified by drawing up a destruction report. wnDirect reserves the right to carry out any verification, which seems useful to it to check that these obligations are performed.

11.1.32 wnDirect, if it so wishes, may carry out an audit, both during the performance of the Contract and when it ends, directly or through the intermediary of any independent external subcontractor that is a non-direct competitor of the Carrier, in order to ensure that the Carrier’s obligations have been performed, but also in order to respond to any request by a judicial or administrative authority.

11.1.33 wnDirect shall communicate to the Carrier, at least ten (10) working days before any request for an audit operation, the date of the audit as well as the name and references of the persons in charge of the audit. The Carrier may not refuse to accept the persons appointed to carry out the audit without a legitimate reason. In the event of a refusal, the Parties shall meet to agree on the appointment of the auditor. Any dispute shall be referred to the competent courts.

11.1.34 The Carrier shall work with the auditor in good faith and shall communicate all information, documents or explanations needed to carry out the audit and shall allow him access to all the Carrier sites, computer facilities, tools and resources used to provide the Services (including procuring access to sub-contractor sites, computer facilities, tools and resources).

11.1.35 Where the audit reveals non-performance of the Carrier’s obligations, the Carrier expressly undertakes to implement at its expense all the necessary corrective measures within a period of thirty (30) days from the date of notification of the non-performance to the Carrier and to provide evidence in writing of the remediations to wnDirect.

11.1.36 This shall survive the termination or expiry of the Contract regardless of the reason for it.

11.2 ANTI-BRIBERY AND CORRUPTION COMPLIANCE

The Carrier shall:

11.2.1 comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 and any other anti-bribery and/or anti-corruption policies and procedures which apply to wnDirect and which are notified to the Carrier ("Relevant Requirements");

11.2.2 not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;

11.2.3 have and shall maintain in place throughout the term of this Contract its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and Clause 11.2.2, and will enforce them where appropriate;

11.2.4 promptly report to wnDirect any request or demand for any undue financial or other advantage of any kind received by the Carrier in connection with the performance of this Contract; and

11.2.5 within thirty (30) days of the date of this Contract, and annually thereafter, certify to wnDirect in writing signed by an officer of the Carrier, compliance by the Carrier and all persons associated with it below. The Carrier shall provide such supporting evidence of compliance as wnDirect may reasonably request.

11.2.6 The Carrier shall ensure that any person associated with the Carrier who is performing services in connection with this Contract does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Carrier in this Condition ("Relevant Terms"). The Carrier shall be responsible for the observance and performance by such persons of the Relevant Terms and shall be directly liable to wnDirect for any breach by such persons of any of the Relevant Terms.

11.2.7 If wnDirect reasonably suspects the Carrier or any person associated with the Carrier is inbreach of this Condition, wnDirect and/or its third party representatives shall have the right to immediately access and take copies of any records and any other information held at the Carrier's premises and to meet with the Carrier's personnel to audit the Carrier’s compliance with its obligations under this Condition. The Carrier shall give all necessary assistance to the conduct of such audit during the term of this Contract and for a period of three (3) years after termination of this Contract.

11.2.8 Breach of Condition 11.2 shall be deemed a material breach for the purposes of Condition 7.2.1.

11.2.9 For the purpose of this Condition the meaning of "adequate procedures" and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively. For the purposes of this Condition, a person associated with the Carrier includes but is not limited to any subcontractor of the Carrier.

11.3 ANTI-SLAVERY AND HUMAN TRAFFICKING COMPLIANCE

11.3.1 In performing its obligations under this Contract, the Carrier shall comply with the Modern Slavery Act 2015 and have and maintain throughout the term of this Contract its own policies and procedures to ensure its compliance;

11.3.2 The Carrier shall not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4, of the Modern Slavery Act 2015 if such activity, practice or conduct were carried out in the UK and include in its contracts with its direct subcontractors and suppliers anti-slavery and human trafficking provisions that are at least as onerous as those set out in this Condition 11.3 or ensure or require that each of its direct subcontractors and suppliers shall comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force including but not limited to the Modern Slavery Act 2015;

11.3.3 The Carrier represents and warrants that its responses to wnDirect’s slavery and human trafficking due diligence questionnaires as requested to be completed by wnDirect from time to time shall be complete and accurate and that neither the Carrier nor any of its officers, employees or other workers associated with it have been convicted of any offence involving slavery and human trafficking and having made reasonable enquiries, so far as it is aware or to the best of its knowledge, has been or is the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence of or in connection with slavery and human trafficking;

11.3.4 The Carrier shall use its best endeavours to implement due diligence procedures for its direct subcontractors and other participants in its supply chains, to ensure that there is no slavery or human trafficking in its supply chains;

11.3.5 The Carrier shall notify wnDirect as soon as it becomes aware of any actual or suspected slavery or human trafficking in a supply chain which has a connection with this Contract and shall maintain a complete set of records to trace the supply chain of all services provided to wnDirect in connection with this Contract;

11.4 The Carrier will also adhere to wnDirect’s Code of Conduct and Business Ethics Framework policies appended to these Conditions at Appendix 1.

11.5 Breach of Condition 11.3 shall be deemed a material breach for the purposes of Condition 7.2.1. wnDirect may terminate this Contract with immediate effect by giving written notice to the Carrier if the Carrier commits a breach of Condition 11.3.

12 PROMOTION BRANDING AND LOGOS

12.1 Neither Party shall be entitled to refer to the other Party as a supplier or client or to use the branding and logos of the other Party to promote its services, without the written authorisation of the other Party so to do.

13 ASSIGNMENT AND SUBCONTRACTING

13.1 Neither Party shall, without the prior written consent of the other (not to be unreasonably withheld or delayed) and except for the purposes of solvent amalgamation or internal group restructure, assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of its rights or obligations under this Contract.

14 FORCE MAJEURE

14.1 A Party (the "Affected Party") shall not be deemed to be in breach of this Contract, or shall not be otherwise liable under this Contract, by reason only of any delay in performance, or the non-performance of any of its obligations, to the extent that the delay or non-performance is due to any Force Majeure event or circumstance of which it has notified the other Party in accordance with Condition 14.2 below and the time for performance of that obligation shall be extended accordingly;

14.2 The Affected Party shall take all reasonable steps to mitigate the effects of the Force Majeure event and give the other Party written notice describing the circumstance of Force Majeure within as soon as reasonably practicable, including the nature of the occurrence and its expected duration and shall continue to furnish regular reports during the period of Force Majeure and notify the other Party immediately of the cessation of the Force Majeure;

14.3 If, as a result of a Force Majeure event suffered by the Carrier, the Carrier is unable to perform the Services for a period of more than (20) twenty days, wnDirect may terminate this Contract immediately on written notice.

15 DISPUTE RESOLUTION

15.1 In the event of any dispute or differences between the Parties hereto arising out of this Contract, the Parties shall use all reasonable endeavours to resolve the dispute. Either Party may request a meeting to discuss the dispute or difference, whereupon a meeting will be arranged within seven (7) business days of such request (which request will set out brief details of the dispute), between the following representatives of the Parties of equivalent seniority: wnDirect Managing Director and the Carrier Managing Director.

15.2 In the event that the dispute resolution procedures set forth in the paragraph above are unsuccessful in resolving disputes between the Parties, the Parties agree to submit any such unresolved disputes to binding arbitration, including as to the issue of costs, in accordance with the rules of the London Court of International Arbitration (LCIA). In such circumstances the Parties will have arbitration in London and the tribunal shall be composed of one or three arbitrators based on the contract of the Parties (or if no agreement can be reached, the number of arbitrators shall be three). The arbitration shall be conducted in the English language.

15.3 The award pursuant to the LCIA rules shall be final and binding on the Parties whose decision shall be binding and enforceable as against the Parties hereto.

15.4 Nothing stated in this Section shall preclude the right of either Party to seek security or interim orders (by means of any appropriate remedy or relief, including but not limited to in rem arrests, injunctions, attachments, seizures, sales, detention, the exercise of a lien or otherwise howsoever) from any court of competent jurisdiction as may be necessary.

16 GENERAL

16.1 Each Party is an independent contractor and nothing in this Contract shall render a Party an agent, partner, joint venture or employee of the other Party.

16.2 Notwithstanding any Compliance Agreements issued by wnDirect to the Carrier from time to time, this Contract constitutes the entire understanding between the Parties concerning the subject matter of this Contract. Save for any Compliance Agreements issued to the Carrier by wnDirect from time to time, it replaces and extinguishes all prior contracts, draft contracts, arrangements, collateral warranties, collateral contracts, statements, assurances, representations and undertakings of any nature made by or on behalf of the Parties, whether oral or written, in relation to that subject matter. wnDirect may change the terms and conditions on 7 days notice to the Carrier.

16.3 Each Party acknowledges that in entering into this Contract it has not relied upon any oral or written statements, collateral or other warranties, assurances, representations or undertakings which were made by or on behalf of the other Party in relation to the subject-matter of this Contract at any time before its signature (together "Pre-Contractual Statements"), other than those which are set out in this Contract. Each Party hereby waives all rights and remedies which might otherwise be available to it in relation to such Pre-Contractual Statements. Nothing in this Condition shall exclude or restrict the liability of either Party arising out of its pre-contract fraudulent misrepresentation or fraudulent concealment.

16.4 Any notice required or permitted to be given by either Party to the other under this Contract shall be in writing addressed to that other Party at the address set out in the Carrier Statement of Work or as notified by each party to the other from time to time. Notices may also be sent electronically using email, the addresses for which are set out in the Carrier Statement of Work. All notices must be given in the English language.

16.5 Each right granted to wnDirect is expressly entered for the benefit of wnDirect’s Associated Companies. Save that any Associated Company of wnDirect may enforce the provisions of this Contract directly against the Carrier, a person who is not a Party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract.

16.6 No amendment of any provision of this Contract shall be effective unless made by a written instrument signed by both Parties. Each provision of this Contract shall be construed separately and notwithstanding that the whole or any part of any such provision may prove to be illegal or unenforceable the other provisions of this Contract and the remainder of the provision in question shall continue in full force and effect.

16.7 Neither any waiver of any term, provision or Condition of this Contract nor any omission or delay on the part of any Party in exercising any right, power or privilege under this Contract shall operate as a waiver by it of any right to exercise it in future or of any other rights under this Contract.

17 GOVERNING LAW

17.1 This Contract shall be governed by and construed in accordance with English law and the courts of England shall have exclusive jurisdiction over matters arising from it.