Terms and Conditions

TERMS AND CONDITIONS

1. DEFINITIONS
In these conditions:
a. ‘Conditions’ – these terms and conditions of business
b. ‘Provider’ – Cygnia Logistics Ltd
c. ‘Client’ – any person, firm or agent who accepts the services of the Provider
d. ‘Customer’ – any recipient to which the Provider ships the Goods to. For the avoidance of
doubt, the Provider does not have any contract with the Customer
e. ‘Services’ – any services which the Provider is to supply in accordance with the Conditions
f. ‘Goods’ – the goods which are the subject of the Contract which are to be stored and
serviced by the Provider at the Client’s request
g. ‘Contract’ – any contract for the supply of the Services by the Provider to the Client in
accordance with these Conditions
h. ‘Effective Date’ – the date upon which the Provider will become the employer of the
Client’s Employees under TUPE regulations
i. ‘Demand’ – any action, award, claim or other legal recourse, complaint, cost, debt, demand,
expense, fine, liability, loss, outgoing, penalty or proceeding
j. ‘Provider’s Premises’ – all the locations that the Provider operates its business from
k. ‘Force Majeure’ – an event beyond the reasonable control of the Provider including but not
limited to strikes, lock-outs or other industrial disputes, failure of a utility service or
transport 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 Providers or subcontractors.

2. AUTHORITY TO CONTRACT
The Client warrants that:
a. it is either the owner of the Goods or has lawful possession of the Goods and all right and
authority to store them with the Provider and to direct the release and/or delivery of the
Goods to Customer;
b. the Goods are properly marked and packed for storage and handling; and
c. all information provided by Client to Provider is true, accurate, and complete in all material
respects.

3. QUOTATIONS AND TENDERS
Quotations and tenders by the Provider are valid for a period of 30 days from the date of
quotation unless otherwise stated or agreed in writing.

4. CONTRACTUAL TERMS
a. The Contract is subject to the Conditions which take precedence over any terms and
conditions of the Client unless otherwise agreed in writing. The Provider shall not be
bound by any variation, waiver or addition to the Conditions unless confirmed by the
Provider in writing
b. The Provider shall not be bound by any oral warranty or representation given or made (or
purported to be given or made) on behalf of itself unless confirmed by the Provider in
writing
c. The Provider reserves the right to amend the Conditions from time to time by giving one
month’s notice. If such increase is not acceptable to the Client, it may cancel the Contract
within the notice period herein by giving the Provider notice in writing, as per the agreed
contract notice period. During this period any changes will not be in effect
d. The latest version of the Conditions will be made available online by the Provider.

5. PRICE
a. All amounts payable by the Client under the Contract are exclusive of amounts in respect
of VAT and all other taxes and duties whatsoever which shall be payable by the Client at
the applicable rate.
The Provider shall have the right to increase its prices to the Client:
i. with immediate effect to account for any alterations to the Services requested by the
Client after the date of the Contract, including material changes to the Goods from that
agreed in the Quotation
ii. each 1 January in line with the latest published CPI figures for inflation
iii. with immediate effect to account for increases in the Provider’s costs outside of their
control (including but are not limited to costs of postal services, external couriers, pallet
networks and raw materials)
iv. by giving one month’s notice in writing for any other reason. If such increase is not
acceptable to the Client, it may cancel the Contract within the notice period herein by
giving the Provider the agreed notice in writing, as per the agreed contract notice
period. During this period any changes will not be in effect.
b. For the avoidance of doubt, no Insurance for the Goods of any kind (including but not
limited to insurance for consequential losses) is included in the price unless agreed by the
Provider in writing.

6. PAYMENT
a. Where credit has been agreed: All invoices are payable in full, without discount of any kind,
within 14 days of the invoice date unless otherwise agreed in writing.
b. Where no credit has been agreed: All invoices are payable immediately and/or a deposit
may be required in advance
c. The Provider reserves the right, from time to time, to reassess or withdraw any credit
extended to the Client if it has reason to believe the Client is no longer creditworthy
d. All payments must be made by Direct Debit or with agreement from the Provider by
electronic bank transfer. The Provider may make an administration charge and charge for
any additional costs incurred in processing payments not made as above.
e. All payments to the Provider must be in Pounds Sterling
f. The Client will not be entitled to make any deduction or claim any set-off or withhold
payment on any invoices
g. The Provider reserves the right to charge costs and interest on late payments as set out in
the Late Payment of Commercial Debts (Interest) Act 1998
h. Where any invoice is over 30 days late, the Provider reserves the right to instruct a third
party agency, or begin court action, to collect all outstanding amounts in which case any fees or costs incurred will be billed to the Client in addition to the Late Payment of
Commercial Debts interest and costs.

7. LIEN
a. The Provider shall have on the Goods a particular lien as well as a general lien entitling it to
retain the Goods as security for payment of all sums owed (whether due or not) from the
Client on any account, whether directly relating to the Goods or not. Storage charges at
the normal rate shall accrue on any Goods detained under a lien. The Provider may enforce
this lien in accordance with Section 14(d) below, including, by selling all or any part of the
Goods in accordance with applicable law.
b. The Client must continue to insure the Goods whilst under lien and the Provider will take
no additional responsibility for damage or loss other than already set out in the Contract

8. CLIENT UNDERTAKINGS
The Client undertakes to:
a. present the Goods for packing in such condition as not to cause damage or injury, or the
likelihood of damage or injury, to the property, employees or agents of the Provider or to
the Customer;
b. obtain any necessary import licences or permits necessary for the entry of the Goods into
the territories in which they are to be shipped, and their delivery to the Provider;
c. be responsible for any customs duties, clearance charges, taxes, brokers’ fees and other
amounts payable in connection with the importation and delivery of the Goods;
d. comply with all laws and regulations affecting the manufacture, sale, packaging and
labelling of the Goods from time to time in force;
e. ensure that all the Goods presented have been appropriately tested and approved as safe
for all purposes for which the Goods are intended to be used;
f. inform the Provider in writing before the presentation of the Goods of any special
precautions required by the nature, weight or condition of the Goods and any laws and
regulations specific to the Goods with which the Provider will need to comply when
storing, handling or shipping the Goods;
g. provide to the Provider with copies of all material safety datasheets relating to the Goods
where they exist;
h. perform the additional undertakings as detailed in the Provider’s most recently published
Service Level Agreement;
i. provide all necessary information to allow international customs clearance for Goods to be
exported including but not limited to cost prices, sale prices, HS codes, customs
descriptions, instructions, documents, licences, authorisations and permissions;
j. be solely responsible for obtaining any necessary import licences or permits; and
k. shall ensure that the bill of lading or other contract of carriage (i) identifies the Client as
the named consignee, in care of the Provider, and (ii) does not identify the Provider as the
consignee. If any Goods are shipped to the Provider naming Provider as named consignee,
the Client shall promptly notify the carrier in writing that Provider is (i) the “in care of
party” only and (ii) does not have any beneficial title or interest in the Goods. The Provider
may refuse to accept any Goods tendered for storage in violation of this provision, and
shall not be liable for any loss or damage to, or misconsignment of, such Goods. Whether
the Provider accepts or refuses goods shipped in violation of this Section, the Client agrees
to indemnify and hold Provider harmless from all claims for transportation, storage,
handling and other charges relating to such goods, including surcharges, undercharges, rail
demurrage, truck/intermodal detention and other charges of any nature whatsoever, in
each case excepting charges that the Provider explicitly has agreed to undertake in writing.

9. TUPE
a. The parties agree that the Contract may constitute a relevant transfer for the purposes of
TUPE. Where relevant the contract will be made pursuant to TUPE with effect from the
Effective Date;
b. For any employees who are transferred, the Client will pay to the Provider an amount
equal to the redundancy pay which would have been payable to the Employees as of the
Effective date, had they been made redundant;

Undertakings (where the Client is the direct employer of the Employees)
c. The Client undertakes to the Provider:
i. that it has complied with, and shall up to and including the Effective Date, comply with
all of its obligations due to or in connection with the Employees;
ii. that it has paid and shall pay all sums due to or in relation to the Employees up to and
including the Effective Date, including but not limited to all salaries, bonus, commission,
expenses, holiday pay, NI, pension, taxation and other sums payable in respect of any
period up to the Effective Date;
iii. that it has complied and shall comply in all respects with its obligations under TUPE
regulations, and that it has provided and shall provide to the Provider such information
as the Provider may request in order to verify such compliance
iv. that there are no sums owing to or from any Employee other than reimbursement of
expenses for the current period and wages for the current salary period;
v. that all employments, engagements and agreements relevant to the transfer have been
fully disclosed;
vi. that it shall not alter (whether to take effect before, on or after the Effective Date) any
of the terms of employment or engagement of any of the Employees (without the prior
written consent of the Provider)

Indemnities (where the Client is the direct employer of the Employees, or if a 3 rd party is
the employer)
The Client undertakes to the Provider to fully indemnify and hold the Provider harmless
against all Demands (including legal and other professional fees and expenses) which the
Provider may incur, arising from:
i. any failure by the Client to comply with its obligations in law;
ii. the employment of the Employees or the termination of their employment by the
previous employer;
iii. any failure by the Client to comply with its legal obligations;
iv. the transfer to the Provider, by virtue of TUPE, of the employment of any employee
related to the Service other than the Employees;
v. any act or omission before the Effective Date which, by virtue of TUPE, is deemed to be
an act or omission of the Provider; or
vi. without prejudice to the other provisions of this clause, the Client shall, at its own
expense, give the Provider such assistance as the Provider may reasonably require to
contest any Demand by any person employed before the Effective Date in connection
with this agreement, subject always to the Client’s obligations under the DPA 1998.

Warranties
b. The Client has not offered, promised or agreed to, nor is aware of, any future variation in
any contract of employment of any one of the Employees or any other person in respect of
whom liability is deemed by TUPE to pass to the Provider, and no negotiations for an
increase in the remuneration or benefits of any Employee are current or likely to take
place within the period of six months after Completion.
c. The Client is not engaged, involved or aware of any enquiry, investigation, dispute, claim or
legal proceedings (whether arising under contract, common law, statute or in equity) with
any of the Employees or any other person currently or previously employed by or engaged
in the Business or their dependants and, so far as the Client is aware, there is no event
which could give rise to such enquiry, investigation, dispute, claim or proceedings.
With respect to labour relations
Where relevant, the Client has Disclosed all collective bargaining, procedural or other
agreements or arrangements (whether in writing, oral or by custom and practice and
whether binding or not) in existence relating to or relevant to any of the Employees.

10. DELIVERY & PERFORMANCE
a. Goods shall be deemed delivered to the Customer (and therefore no longer the
responsibility of the Provider) when they are accepted by either the Client, an agent of the
Client, the Customer or any carrier (who shall be the Client’s agent irrespective of who
pays the carrier’s charges). The Provider will use all reasonable endeavours to package and
have the Goods ready for despatch by any date quoted by the Provider or requested by the
Client or their agents, but time shall not be of the essence of the Contract
b. The Provider shall not be liable for any penalty, loss, injury, damage, costs or expense
arising from any delay or failure in delivery or performance from any cause whatsoever
c. If the Client, their agents, or the Customer, fail to take delivery of the Goods or any part of
them at the agreed time and date, or fail to provide documents or written instructions
required to enable the Goods to be delivered, then the Client shall pay the Provider on
demand for all costs and expenses incurred by the Provider including storage and all
charges arising from its failure
d. The Provider has the right not to accept any deliveries of Goods or components that the
Client has not previously advised of, including, without limitation, if the Goods tendered by
the Client do not conform to the description, as provided on the Quotation or otherwise
agreed in writing by the Provider
e. The Provider has the right to refuse delivery of any Goods or components that it deems
unsafe or not in a suitable condition for storage or packing.

11. ONLINE SYSTEMS & REPORTING
a. The Provider will, subject to scheduled maintenance time, use its reasonable endeavours
to ensure that order API is available at all times, and will take all reasonable precautions to
ensure uptime is maintained, however uptime of the API is not guaranteed. The Client
must therefore ensure that if the API is not available, any data requests will be stored by
the Client and resubmitted later
b. The Provider will, subject to scheduled maintenance time, use its reasonable endeavours
to ensure that the Client’s web portal is accessible at all times
c. While the Provider will use its reasonable endeavours to ensure data is correctly displayed
on the Client’s web portal, it makes no warranty whatsoever in relation to the accuracy of
such data. The Provider will not be held liable for any loss, delay or other costs resulting
from decisions made by the Client on the basis of any data or report
d. The Provider will endeavour to adhere to modern web standards as set out by the World
Wide Web Consortium (W3C). It is the Client’s responsibility to ensure that the Client or
its agents use a compatible browser, including support for, but not limited to; html, xml, css,
ECMA script (javascript), canvas and PDF. The Provider takes no responsibility and will
offer no refund if the Client is unable to access or use data or reports due to the use of
incompatible software.

12. WARRANTY & LOSS
a. Nothing in these Conditions shall limit or exclude the Provider’s liability for:
i. death or personal injury caused by its negligence, or the negligence of its employees,
agents or subcontractors;
ii. fraud or fraudulent misrepresentation; or
iii. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982
(title and quiet possession)
b. Subject to clause 12 a.:
i. the Provider shall under no circumstances whatever be liable to the Client, whether in
contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss
of profit, or any indirect or consequential loss arising under or in connection with the
Contract; and
ii. the Provider’s total annual liability to the Client in respect of all other losses arising
under or in connection with the Contract, whether in contract, tort (including
negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the
lower amount of 25% of the total amount paid for the services in that year, exclusive of
postage and materials; or £20,000. Each year starts on the anniversary of the Contract
Start Date.
c. For the avoidance of doubt, the Provider shall have no liability whatsoever for any loss,
damage, deterioration, delay, non-collection, non-delivery, mis-delivery, unauthorised
delivery of any Goods or non-compliance with instructions caused by any agent (including
all carriers regardless of who pays the carriers’ charges) of the Client
d. The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to
the fullest extent permitted by law, excluded from the Contract
e. This clause 12 shall survive termination of the Contract

13. CLAIMS
a. The Client will notify the Provider of any potential claim under the Contract giving full
details of the potential claim including any details required by the Provider:
i. for claims covered by the Provider’s Compensation Policy, within the time scales set out
in that policy
ii. for all other claims, within 14 days of the potential claim coming to the Client’s
knowledge and in any case no later than 90 days from its occurrence
a. The Provider shall have reasonable time to investigate the claim and respond.

14. TERMINATION
If the Client fails to make payment or otherwise defaults in any of its obligations under the
Contract or any other contract or agreement with the Provider, or is involved in illegal
activities, or activities which bring the Provider into disrepute, or becomes insolvent, has a
receiver appointed or is wound up, or enters into any arrangement with or for the benefit of
its creditors, or the Provider bona fide believes that any event here mentioned may occur,
then the Provider may (at its sole option and without affecting any other claim right or
remedy against the Client) either:
a. terminate the Contract with immediate effect by giving the Client notice in writing of its
intention to do so; or
b. suspend the Supply of the Services without notice until the Client’s default has been
remedied to the Provider’s reasonable satisfaction; or
c. require payment in advance for the Services.
The Client and the Provider shall each have the right to terminate the Contract in
accordance Section 4 of the Contract.
If the Provider fails to meet the required the levels of service for a particular service under
the SLA for 3 consecutive calendar months, the Client will have the right within 30 days from
the end of the third such month to terminate the Contract by giving the Provider 3 months
written notice of its intention to do so.
In the event of termination prior to the end of the Initial Term or any Extended Term either
by the Client in breach of the Contract or by the Provider in accordance with this clause 15,
the Client shall pay the Provider an amount equal to the aggregate total of the minimum
monthly picking fees (as set out in the Quotation) due over the balance of the remainder of
relevant Term. Such amount shall immediately become a debt due to the Provider.
In the event of termination:
a. The Goods will be packed at the normal charge rate and a final invoice sent covering all
costs including any collection or final delivery costs and storage up until the Goods are
collected
b. The Goods will not be made available for collection, or sent for delivery, until all amounts
due to the Provider by the Client (or the Client’s agents or associates) are paid in full
c. The Goods must be collected within 7 days of any collection date agreed by the parties and
in any event within one month of the date of termination
d. Where any payment is overdue, the Provider will continue to charge storage charges and
may, without prejudice to its other rights and remedies against the Client, notify the Client
in writing that the Goods may be sold or otherwise disposed of at the Client’s entire risk
and expense if such payment is not made within 21 days from the date of such notice. On
expiry of the period, if such payment has not been made the Provider may sell or otherwise
dispose of the Goods, in entirety or part, at the Client’s entire risk and expense by an
appropriate method. Any proceeds of sale or disposal shall be remitted to the Client after
deduction of all expenses and all amounts owed to the Provider

15. FORCE MAJEURE
a. The Provider shall not be liable to the Client as a result of any delay or failure to perform its
obligations under this Contract as a result of a Force Majeure Event.
b. If the Force Majeure Event prevents the Provider from meeting SLAs for more than 3
months, the Provider shall, without limiting its other rights or remedies, have the right to
terminate the Contract immediately by giving written notice to the Client.

16. CONFIDENTIALITY
Each party undertakes that it shall not at any time during the Contract, and for a period of 5
years after termination of the Contract, disclose to any person any confidential information
concerning the business, affairs, customers, clients or suppliers of the other party, except as
permitted by this clause.
Each party may disclose the other party’s confidential information:
a) to its employees, officers, representatives, subcontractors or advisers who need to
know such information for the purposes of carrying out the party’s obligations under
the Contract. Each party shall ensure that its employees, officers, representatives,
subcontractors or advisers to whom it discloses the other party’s confidential
information comply with this clause 16; and
b) as may be required by law, a court of competent jurisdiction or any governmental or
regulatory authority.
No party shall use any other party’s confidential information for any purpose other than to
perform its obligations under the Contract.
This clause 16 shall not apply to any information which:
i. is already known to the receiving party at the time of disclosure by the disclosing party;
ii. is in or comes into the public domain through no fault of the receiving party;
iii. is obtained by the receiving party from a third party who has the legal right to make the
disclosure to the receiving party or
iv. is independently developed by the receiving party without reference to or reliance on
the disclosing party’s confidential information.

17. DATA PROTECTION
In the provision of the Services, the Provider (the data processor) will be expected to
process data related to the Client (the data controller) and their customers. This data will
cover:
i. customer information with regard to the Services and record keeping thereafter for no
longer than as reasonably required by the Provider and Client;
ii. for the processing of the Services with;
iii. comprising customer data; including name, surname, billing address, delivery address,
email, phone;
iv. where the controller is obliged to ensure that it has fully complied with the relevant data
protection laws;
v. and where the controller has rights to the data as defined within the GDPR.
b. The Provider will:
i. only act on the written instructions of the controller (unless required by law to act
without such instructions);
ii. ensure that people processing the data are subject to a duty of confidence;
iii. take appropriate measures to ensure the security of processing;
iv. only engage a sub-processor with the prior consent of the data controller and a written
contract;
v. assist the data controller in providing subject access and allowing data subjects to
exercise their rights under the GDPR;
vi. assist the data controller in meeting its GDPR obligations in relation to the security of
processing, the notification of personal data breaches and data protection impact
assessments;
vii. return all personal data to the controller as requested at the end of the contract;
viii. delete all personal data once it is no longer required; and
ix. submit to audits and inspections, provide the controller with whatever information it
needs to ensure that they are both meeting their Article 28 obligations, and tell the
controller immediately if it is asked to do something infringing the GDPR or other data
protection law of the EU or a member state.
c. Where the Services are required by the client to be provided outside of the EEA, data
which is specifically required for the provision of those Services will be transferred to the
non-EEA country. Such permitted transfers will be safeguarded by the Provider through
Model Contract Clauses or other adequate safeguards.
The Provider’s liability is as defined in this contract, save than nothing within the contract
relieves the processor of its own direct responsibilities and liabilities under the GDPR.

18. GENERAL
a. For the avoidance of doubt the Provider may engage the services or employ any person or
Provider in order to carry out any obligation it may have to the Client
b. Any notice period required or permitted to be given by either party to the other under the
Contract shall be made:
i. in writing by recorded delivery to the trading address of the Provider, or to the main
contact address as registered in ControlPort; or
ii. by email to the Provider’s support email address, or the Client’s main contact email
address as registered in ControlPort
c. The notice period shall be deemed to be served on the working day that the notice was
recorded as delivered, or the first working day after delivery if a weekend.
d. No waiver by the Provider of any breach of Contract by the Client shall be considered as
waiver of any subsequent breach of the same or any other provision
e. If any provision of the Conditions is held by any competent authority to be invalid or
unenforceable in whole or in part the validity of the other provisions of the Conditions and
the remainder of the provision in question shall not be affected thereby

19. GOVERNING LAW
The Contract and the Conditions shall be subject to English Law and the parties agree to the
exclusive jurisdiction of the English Courts in all matters.