Technology Terms and Conditions

CCL TECHNOLOGY SOLUTIONS LTD TERMS AND CONDITIONS OF SERVICE

These terms and conditions (as updated from time to time) and the Pricing Agreement (if applicable) (the “Agreement”) apply to the use of the Services provided by CCL Technology Solutions Ltd, a company incorporated and registered in Scotland with company number SC169967 (the “Supplier”).

The Supplier has agreed to provide, and the Customer has agreed to receive, the Services subject to the terms and conditions of this Agreement, as updated from time to time in accordance with its terms. 

1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply in this Agreement.

“Authorised Users” means those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation.

“Business Day” means a day other than a Saturday, Sunday or public holiday in Scotland when banks in Edinburgh are open for business.

“Confidential Information” means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in Clause 11.5 or Clause 11.6.

Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures shall be as defined in the Data Protection Legislation.

“Customer” means the recipient of the Services, as set out in the Pricing Agreement.

“Customer Data” means the data inputted by the Customer, Authorised Users, or the Supplier on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.

“Data Protection Legislation” means the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications);

“Documentation” means the documentation made available to the Customer by the Supplier online or by any other means from time to time which sets out a description of the Services and the user instructions for the Services.

“Effective Date” means the effective date of this Agreement as set out in the Pricing Agreement, or otherwise notified to the Customer.

“Fees” means, if applicable, the fees payable by the Customer to the Supplier for the Services, as set out in the Pricing Agreement.

“Intellectual Property Rights” means patents, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

“Materials” means all services, data, information, content, Intellectual Property Rights, websites, products and other materials provided by or on behalf of the Supplier in connection with the Services, but excluding all Customer Data.

“Normal Business Hours” means 9am to 5pm local UK time, each Business Day.

“Pricing Agreement” means the pricing agreement agreed between the parties relating to the provision of the Services, as updated from time to time.

“Services” means the subscription services to which the Customer has subscribed to online or otherwise, including any services provided by third parties, and “Service” shall refer to each individual service subscribed.

“Software” means the online software applications provided by the Supplier and/or the Supplier’s licensors as part of the Services.

“Specific Service Terms” means, in respect of each Service, if any, the specific additional or amended terms relevant to that Service (as updated from time to time).

“Sub-Processor” means another processor (as defined in the Data Protection Legislation) engaged by the Supplier for carrying out processing activities in respect of personal data on behalf of the Customer.

“Third Party Software” means Materials provided, controlled or owned by or on behalf of a third party the use of which is subject to a separate agreement or licence between the Customer and the relevant third party (including such Third Party Software which may be linked to, interact with or used by the Services) and all other Materials expressly identified as Third Party Software in the Agreement.

“UK Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679) (“GDPR”); the Data Protection Act 2018; the Privacy and Electronic 

Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

“User Subscriptions” means any user subscriptions purchased by the Customer as set out in the Pricing Agreement, which entitle Authorised Users to access and use the Services and the Documentation in accordance with this Agreement.

“Virus” means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

“Vulnerability” means a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.

1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns. A reference to: (i) a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement; (ii) a statute or statutory provision shall include all subordinate legislation made as at the date of this Agreement under that statute or statutory provision; (iii) clauses and schedules are to the clauses and schedules of this Agreement; (iv) paragraphs and parts are to paragraphs and parts of the relevant schedule to this Agreement; and (v) a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. In the event of any conflict or inconsistency between these terms and conditions and the Pricing Agreement, the terms of the Pricing Agreement shall prevail.

2. User Subscriptions

2.1 Subject to the Customer purchasing the User Subscriptions in accordance with Clause 9.1, the restrictions set out in this Clause 2 and the other terms and conditions of this Agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer’s internal business operations.

2.2 The Customer agrees and acknowledges that the Specific Service Terms (if any) shall apply in respect of each relevant individual Service. In the event of any conflict between the terms of this Agreement and the Specific Service Terms, the Specific Service Terms shall prevail.

2.3 The Customer shall not, and shall take all reasonable steps to ensure Authorised Users shall not, access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; promotes unlawful violence; is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or is otherwise illegal or causes damage or injury to any person or property.

2.4 The Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s or any Authorised User’s access to any material that breaches the provisions of this Clause 2.3 or to remove such material.

2.5 The Customer shall not, and shall take all reasonable steps to ensure that Authorised Users shall not:

2.5.1 access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation;

2.5.2 use the Services and/or Documentation to provide services to third parties;

2.5.3 subject to Clause 16.6, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party (in the case of the Customer, except the Authorised Users);

2.5.4 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this Clause 2; or

2.5.5 introduce or permit the introduction of, any Virus or Vulnerability into the Supplier’s network and information systems.

2.6 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.

2.7 The rights provided under this Clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer, unless expressly agreed otherwise by the Supplier in writing.

2.8 The Customer acknowledges and agrees that the Supplier reserves the right to terminate or suspend User Subscriptions at the Supplier’s sole discretion.

3. Services

3.1 The Supplier shall, during the term of this Agreement, provide the Services and make available the Documentation to the Customer on and subject to the terms of this Agreement.

3.2 The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except where any continuous release of maintenance is required on the platform.

4. Customer Data

4.1 The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

4.2 To the extent permitted by law, the Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data, including any such loss, destruction, alteration or disclosure caused by any third party.

4.3 Unless specifically requested otherwise by the Customer, the Supplier may from time to time for the legitimate business purposes of software development and testing utilise real representative data from the production database on its non-production development, test and staging platform. This includes the ability for the Supplier’s software development team to perform application debugging using a copy of data on their development PC.

4.4 The Customer also agrees that in supplying connection credentials for integrating the Supplier’s platform with Customer marketplaces (e.g. Amazon, eBay), the Supplier’s technical support team may require access to order data on the marketplace platform. Further, the support team persons may need to use Customer user impersonation features of the software platform in order to understand and resolve Customer reported issues.

4.5 In relation to clauses 4.3 and 4.4 the Supplier remains at all times within the obligations set out in section 5, below: Data Protection.

5. Data Protection

5.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 5 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

5.2 The parties acknowledge that:

5.2.1 if the Supplier processes any personal data on the Customer’s behalf when performing its obligations under this Agreement, the Customer is the controller and the Supplier is the processor for the purposes of the Data Protection Legislation;

5.2.2 Schedule Part 1 sets out the scope, nature and purpose of processing by the Supplier, the duration of the processing and the types of personal data and categories of data subject; and

5.2.3 the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier’s other obligations under this Agreement.

5.3 Without prejudice to the generality of Clause 5.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Supplier for the duration and purposes of this Agreement so that the Supplier may lawfully use, process and transfer the personal data in accordance with this Agreement on the Customer’s behalf.

5.4 Without prejudice to the generality of Clause 5.1, the Supplier shall, in relation to any personal data processed in connection with the performance by the Supplier of its obligations under this Agreement:

5.4.1 process that personal data only on the documented written instructions of the Customer unless the Supplier is required by the laws of any member of the European Union or by the laws of the European Union applicable to the Supplier and/or Domestic UK Law (where “Domestic UK Law” means the UK Data Protection Legislation and any other law that applies in the UK) to process personal data (“Applicable Laws”). Where the Supplier is relying on Applicable Laws as the basis for processing personal data, the Supplier shall as soon as is reasonably practicable notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Customer;

5.4.2 not transfer any personal data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled: (a) the Customer and/or the Supplier has provided appropriate safeguards in relation to the transfer; (b) the data subject has enforceable rights and effective legal remedies; (c) the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and (d) the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;

5.4.3 assist the Customer, at the Customer’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

5.4.4 notify the Customer without undue delay on becoming aware of a personal data breach;

5.4.5 at the written direction of the Customer, at the Customer’s cost, delete or return personal data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the personal data (and for these purposes the term “delete” shall mean to put such data beyond use);

5.4.6 promptly inform the Company if, in the opinion of the Supplier, an instruction infringes the Data Protection Legislation;

5.4.7 maintain, in accordance with Data Protection Legislation binding on the Supplier, written records of all categories of processing activities carried out on behalf of the Customer;

5.4.8 on request by the Customer, in accordance with Data Protection Legislation, make available to the Customer such information as is reasonably necessary to demonstrate the Supplier’s compliance with its obligations under this Clause 5 and Article 28 of the GDPR (and under any Data Protection Legislation equivalent to that Article 28), and allow for and contribute to audits, including inspections, by the Customer (or another auditor mandated by the Customer) for this purpose provided:

(a) such audit, inspection or information request is reasonable, limited to information in the Supplier’s (or any Sub-Processor’s) possession or control and is subject to the Customer giving the Supplier reasonable prior notice of such audit, inspection or information request;

(b) the parties (each acting reasonably and consent not to be unreasonably withheld or delayed) shall agree the timing, scope and duration of the audit, inspection or information release together with any specific policies or other steps with which the Customer or third party auditor shall comply (including to protect the security and confidentiality of other customers, to ensure the Supplier is not placed in breach of any other arrangement with any other customer and so as to comply with the remainder of this Clause 5.4.8);

(c) all costs of such audit or inspection or responding to such information request shall be borne by the Customer, and the Supplier’s costs, expenses, work and time incurred in connection with such audit or inspection shall be reimbursed by the Customer on a time and materials basis in accordance with the Supplier’s standard pricing terms;

(d) the Customer’s rights under this Clause 5.4.8 may only be exercised once in any consecutive 12 month period, unless otherwise required by a supervisory authority or if the Customer (acting reasonably) believes the Supplier is in breach of this Clause 5;

(e) the Customer shall promptly (and in any event within 1 Business Day) report any non-compliance identified by the audit, inspection or release of information to the Supplier;

(f) the Customer shall ensure that all information obtained or generated by the Customer or its auditor(s) in connection with such information requests, inspections and audits is kept strictly confidential (save for disclosure required by Applicable Law);

(g) the Customer shall ensure that any such audit or inspection is undertaken during normal business hours, with minimal disruption to the businesses of the Supplier and each Sub-Processor; and

(h) the Customer shall ensure that each person acting on its behalf in connection with such audit or inspection (including the personnel of any third party auditor) shall not by any act or omission cause or contribute to any damage, destruction, loss or corruption of or to any systems, equipment or data in the control or possession of the Supplier or any Sub-Processor whilst conducting any such audit or inspection.

5.5 Each party shall ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).

5.6 The Customer consents to the Supplier appointing Sub-Processors of personal data under this Agreement. The Supplier confirms that it has entered or (as the case may be) will enter with the third-party processor into an agreement substantially on that third party’s standard terms of business.

5.7 The Supplier may revise this Clause 5 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this Agreement).

6. Third Party Software

6.1 The Supplier may make Third Party Software available for the Customer’s use in connection with the Services. The Customer agrees that:

6.1.1 the Supplier has no responsibility for the use or consequences of use of any Third Party Software;

6.1.2 the Customer’s use of any Third Party Software shall be governed by the applicable terms between the Customer and the owner or licensor of the relevant Third Party Software;

6.1.3 the Customer is solely responsible for any Third Party Software used in connection with the Services and for compliance with all applicable third party terms which may govern the use of such Third Party Software; and

6.1.4 the continued availability, compatibility with the Services and performance of the Third Party Software is outside the control of the Supplier and the Supplier has no responsibility for any unavailability of or degradation in the Services to the extent resulting from the availability, incompatibility or performance of any of the Third Party Software.

6.2 To the extent Third Party Software are made available to, or used by or on behalf of the Customer, or any Authorised User in connection with the use or provision of any Service, such use of Third Party Software (including all licence terms) shall be exclusively

governed by applicable third party terms notified or made available by the Supplier or the third party and not by our Agreement. The Supplier grants no Intellectual Property Rights or other rights in connection with any Third Party Software.

6.3 The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. The Supplier makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not the Supplier. The Supplier recommends that the Customer refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. The Supplier does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

7. Supplier's Obligations

7.1 The Supplier undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.

7.2 The undertaking at Clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier’s instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in Clause 7.1.

7.3 The Supplier does not warrant that:

7.3.1 the Customer’s use of the Services will be uninterrupted or error-free;

7.3.2 that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer’s requirements; or

7.3.3 the Software or the Services will be free from Vulnerabilities.

7.4 The Supplier shall not be responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

7.5 This Agreement shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.

7.6 The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.

8. Customer's Obligations

8.1 The Customer shall:

8.1.1 provide the Supplier with: (a) all necessary co-operation in relation to this Agreement; and (b) all necessary access to such information as may be required by the Supplier, in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;

8.1.2 without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this Agreement;

8.1.3 carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;

8.1.4 ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User’s breach of this Agreement;

8.1.5 obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services;

8.1.6 ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and

8.1.7 be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.

9. Charges and Payment

9.1 The Customer shall pay any applicable Fees to the Supplier for the Services in accordance with terms and conditions outlined in the Pricing Agreement. The Supplier shall be entitled to increase the Fees upon 90 days’ prior notice to the Customer.

9.2 If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier:

9.2.1 the Supplier may, without liability to the Customer, disable the Customer’s passwords, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

9.2.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of the Supplier’s bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

10. Proprietary Rights

The Customer acknowledges and agrees that the Supplier and/or its licensors own all Intellectual Property Rights in the Services and the Documentation. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation. The Supplier confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.

11. Confidentiality

11.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party’s Confidential Information shall not be deemed to include information that:

11.1.1 is or becomes publicly known other than through any act or omission of the receiving party;

11.1.2 was in the other party’s lawful possession before the disclosure;

11.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

11.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence.

11.2 Subject to Clause 11.4, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this Agreement.

11.3 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.

11.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 11.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

11.5 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Supplier’s Confidential Information.

11.6 The Supplier acknowledges that the Customer Data is the Confidential Information of the Customer.

11.7 No party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

11.8 The above provisions of this Clause 11 shall survive termination of this Agreement, however arising.

12. Indemnities

12.1 The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Services and/or Documentation, provided that:

12.1.1 the Customer is given prompt notice of any such claim;

12.1.2 the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and

12.1.3 the Customer is given sole authority to defend or settle the claim.

12.2 The Supplier shall defend the Customer, its officers, directors and employees against any claim that the Customer’s use of the Services or Documentation in accordance with this Agreement infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:

12.2.1 the Supplier is given prompt notice of any such claim;

12.2.2 the Customer provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier’s expense; and

12.2.3 the Supplier is given sole authority to defend or settle the claim.

12.3 In the defence or settlement of any claim, the Supplier may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement on 2 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

12.4 In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:

12.4.1 a modification of the Services or Documentation by anyone other than the Supplier;

12.4.2 the Customer’s use of the Services or Documentation in a manner contrary to the instructions given to the Customer by the Supplier; or

12.4.3 the Customer’s use of the Services or Documentation after notice of the alleged or actual infringement from the Supplier or any appropriate authority.

12.5 The foregoing and Clause 13.3.2 states the Customer’s sole and exclusive rights and remedies, and the Supplier’s (including the Supplier’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

13. Limitation of Liability

13.1 Except as expressly and specifically provided in this Agreement:

13.1.1 the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer’s direction;

13.1.2 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and

13.1.3 the Services and the Documentation are provided to the Customer on an “as is” basis.

13.2 Nothing in this Agreement excludes the liability of the Supplier:

13.2.1 for death or personal injury caused by the Supplier’s negligence; or

13.2.2 for fraud or fraudulent misrepresentation.

13.3 Subject to Clause 13.1 and Clause 13.2:

13.3.1 the Supplier shall not be liable whether in tort or delict (including for negligence or breach of statutory duty) contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and

13.3.2 the Supplier’s total aggregate liability in contract (including in respect of the indemnity at Clause 12.2), tort or delict (including negligence or breach of statutory duty) misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the greater of the sum of two thousand pounds sterling (£2,000) or the total Fees paid during the 3 months immediately preceding the date on which the claim arose.

14. Term and Termination

14.1 This Agreement shall commence on the Effective Date and shall continue for the period set out in the Pricing Agreement or, if no such period is stated, until otherwise terminated in accordance with the provisions of this Agreement.

14.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement:

14.2.1 for convenience by giving the other party 30 days’ written notice (except where the Annual Billing Plan has been selected in the Pricing Agreement, in which case, the Customer’s right to terminate for convenience shall be limited to 30 days’ written notice to take effect on the date 12 months from the Effective Date, or any anniversary of that date); or

14.2.2 with immediate effect by giving written notice to the other party if the other party commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so.

14.3 On termination of this Agreement for any reason:

14.3.1 all licences granted under this Agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation;

14.3.2 each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;

14.3.3 subject to the terms of the Specific Service Terms, the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession in accordance with Clause 5.4.3, unless the Supplier receives, no later than ten days after the effective date of the termination of this Agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and

14.3.4 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

15. Force Majeure

The Supplier shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

16. General

16.1 Variation: The Supplier shall have the right to update these terms and conditions and is required to inform the Customer, by posting a prominent notice and link to the updated terms and conditions, on the login page of the customer portal on the Supplier’s website. If the Customer does not agree to such amendment then the Customer has the right to terminate this Agreement in accordance with Clause 14.1. Except for the foregoing, no variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

16.2 Waiver: 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 prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

16.3 Rights and Remedies: Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

16.4 Severance: If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement. If any provision or part-provision of this Agreement is deemed deleted this Clause the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

16.5 Entire Agreement: This Agreement, as updated in accordance with its terms, together with the Pricing Agreement (if applicable), constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement. Nothing in this clause shall limit or exclude any liability for fraud.

16.6 Assignation: The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

16.7 No Partnership or Agency: Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

16.8 Third Party Rights: Unless it expressly states otherwise, this Agreement does not give rise to any rights under the Contract (Third Party Rights) (Scotland) Act 2017 for any third party to enforce or otherwise invoke any term of this agreement.

16.9 Notices: Any notice required to be given under this Agreement shall be in writing and sent by email. Notices required to be sent to the Supplier shall be sent to privacy@ccl-logistics.com. Any notice shall be deemed to have been received, if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when Normal Business Hours resume.

16.10 Governing Law and Jurisdiction: 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 law of Scotland. Each party irrevocably agrees that the courts of Scotland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

16.11 Contacting Us: Any questions relating to these terms and conditions should be sent to privacy@ccl-logistics.com

SCHEDULE 1 - PROCESSING, PERSONAL DATA AND DATA SUBJECTS

1.1 Scope

This Schedule sets out how Customer Data is processed when providing the Services.

1.2 Nature and purpose of Processing

1.2.1 The Customer Data shall be provided to the Supplier by the Customer and processed in accordance with the Customer’s instructions in order to allow the Supplier to provide the Services in this Agreement.

1.2.2 The Customer holds responsibility for ensuring that the Data it provides to the Supplier for processing complies with all legal obligations. Specifically, the Customer verifies that the Data, has been made subject to a valid “lawful basis for processing” under GDPR.

1.2.3 The Customer holds responsibility for ensuring the Data provided to the Supplier for the purposes of processing does not contain any definable “sensitive personal data”.

1.2.4 The Supplier processes the Data on behalf of the Customer by supplying relevant information to carriers, by using that information to produce and print labels and dispatch documentation, and by using rate information to calculate shipping costs. Subsequently the data is used to provide tracking information and supporting customer services on request and through provided online tools.

1.2.5 The Data is submitted by the Supplier to the chosen carrier services for the purpose of conducting pickup and delivery, and will then be stored by that third party supplier in line with their own processing terms.

1.3 Duration of the Processing

The Supplier will process the Customer Data for as long as the Supplier provides the Services and for as long as is allowed by applicable law.

1.4 Types of Personal Data

The Customer Data contains a number of types of “personal data”, frequently consisting of Identity Data - first name, last name, and possibly title - and also accompanying Contact Data - delivery address, telephone numbers and/or email addresses. This data may be connected with either business or home addresses, and their usage for both business and personal purposes.

1.5 Categories of Data Subject
The Customer Data is categorised as Third Party (transactional) data. We process the Customer Data as defined in this Schedule 1.2.4, for the reason of contractual performance.

These terms were last updated on 19 March 2021