Background

• Claimit has developed certain software applications and platforms which it makes available to subscribers via the internet for the purpose of conducting automated claims management for lost and damaged parcels, incorrect surcharges, handling errors, delivery delays and other Courier issues as its Services.
• The Customer wishes to use Claimit’s Services in its business operations.
• Claimit has agreed to provide and the Customer has agreed to take and pay for Claimit’s Services subject to these Conditions.

1. Operative Provisions

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

Authorised Users

Those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation.

Business Day

A day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Business Hours

The hours of 9.00am to 5.00pm on a Business Day in the UK.

Charges

The subscription fees payable by the Customer to Claimit for the User Subscriptions, as set out in Schedule 1.

Commencement Date

The date on which Claimit submits its acceptance of the Contract to the Customer pursuant to clause 2.1.

Confidential Information

Information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.1.

Contract

The contract between the Customer and Claimit for the supply of the Services in accordance with the Contract Details and these Conditions, including the Schedules.

Contract Details

The contract details setting out further information about the Contract and the parties via the online registration process undertaken by the Customer, which form part of the Contract, to which these Conditions apply.

Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures

As defined in the Data Protection Legislation.

Couriers

Those Couriers engaged by the Customer for deliveries which have been notified to Claimit during the Registration Process and are the subject of the Services, together with any additional Couriers engaged by the Customer and whose data is added to the Customer System from time during the continuance of the Contract, including any additional Couriers which may be notified to and accepted by Claimit as Couriers from time to time.

Customer Data

The data inputted by the Customer, Authorised Users, Claimit on the Customer’s behalf or Couriers for the purpose of using the Services or facilitating the Customer’s use of the Services, including data about the Couriers, Courier invoicing and accounts and Courier terms and conditions, including data contained in the Customer Systems.

Customer System

the Customer invoicing and pricing system(s) and portals set up for the Customer, contracts and transactions with Couriers, including service level agreements, transactional information and business, invoices, specifications and providing information about deliveries, billing, surcharges,

Data Protection Legislation

1. to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of Personal Data; and
2. to the extent the EU GDPR applies, the law of the European Union or any member state of the European union to which the Customer or Provider is subject, which relates to the protection of personal data.

Documentation

The document and other information made available to Claimit by Claimit online via the Claimit Website or such other web address notified by Claimit to the Customer from time to time which sets out a description of the Services, the user instructions for the Services and the extent to which the Services can be applied to particular Couriers, together with any forms or other documentation provided to enable the Customer to recover compensation or credits from Couriers pursuant to the Services.

Domestic Law

The law of the United Kingdom or a part of the United Kingdom.

EU GDPR

The General Data Protection Regulation ((EU) 2016/679).

EU Law

The law of the European Union or any member state of the European Union.

Initial Subscription Term

The initial term of the Contract as set out in the Contract Details.

Registration Process

The registration of Customer details via information input by the Customer through the website, in order to apply for a Subscription pursuant to the Contract.

Renewal Period

The period described in clause 14.1.

Savings

Has the meaning contained in Schedule 1.

Savings Transaction

Means an individual Courier transaction in respect of which Claimit has, through the Services, made a successful claim against the Courier as a result of which the Customer has achieved a Saving.

Services

The subscription services provided by Claimit to the Customer under the Contract via the Claimit Website or any other website notified to the Customer by Claimit from time to time, as more particularly described in the Documentation.

Software

The online software applications provided by Claimit as part of the Services.

Subscription

The subscription purchased by the Customer pursuant to clause 9.1 which entitle Authorised Users to access and use the Services and the Documentation in accordance with the Contract.

Subscription Term

Has the meaning given in clause 14.1.

Support Services 

Claimit’s support services in relation to the Services as set out in Annex 1.

UK GDPR

Has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

Virus

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.

1.2 Clause, schedule and paragraph headings shall not affect the interpretation of these Conditions.

1.3 Save where otherwise provided, terms defined in the Contract Details shall have the same meaning in these Conditions.

1.4 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).

1.5 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.6 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.7 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.8 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of the Contract.

1.9 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of the Contract under that statute or statutory provision.

1.10 A reference to writing or written excludes fax but not email.

1.11 References to clauses and schedules are to the clauses and schedules of the Contract; references to paragraphs are to paragraphs of the relevant schedule to the Contract.

2. Subscription

2.1 The Contract Details shall only be deemed to be accepted when Claimit submits to the Customer, by e-mail, its acceptance of the Contract after the Customer has concluded the Registration Process. The Contract shall come into existence, subject to these Conditions; on the Commencement Date as stated in the Contract Details.

2.2 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.3 Subject to Claimit accepting the Contract pursuant to clause 1, Subscription restrictions set out in this clause 2 and the other terms and conditions of the Contract, Claimit hereby grants to the Customer a non-exclusive, non-transferable right and licence, 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.

2.4 In relation to the Authorised Users, the Customer undertakes that:

2.4.1 Each Authorised User shall keep a secure password for their use of the Services and Documentation, that such password shall be changed as required by Claimit from time to time and that each Authorised User shall keep their password confidential;

2.4.2 It shall permit Claimit or Claimit’s designated auditor to audit the Services in order to establish the name and password of each Authorised User and the Customer’s data processing facilities to audit compliance with the Contract. Each such audit may be conducted no more than once per quarter, at Claimit’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer’s normal conduct of business; and

2.4.3  No Authorised User shall not be a minor in the jurisdiction in which they reside (generally under 18).

2.5 There shall be no limit to the number of Authorised Users authorised by the Customer to use the Services.

2.6 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:

2.6.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

2.6.2 facilitates illegal activity;

2.6.3 depicts sexually explicit images;

2.6.4 promotes unlawful violence;

2.6.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

2.6.6 is otherwise illegal or causes damage or injury to any person or property;
and Claimit reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.

2.7 The Customer shall not:

2.7.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under the Contract:

2.7.1.1 Attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or

2.7.1.2 Attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or the Services; or

2.7.2 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; or

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

2.7.4 subject to clause 1, 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 except the Authorised Users, or

2.7.5 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

2.7.6 use the Services or the Software to engage directly with the Couriers in a way which by-passes Claimit’s control of the Services and Claimit’s engagement with Couriers, or may impact of Claimit’s ability to identify and pursue claims against Couriers on the Customer’s behalf; or

2.7.7 introduce or permit the introduction of, any Virus into the Services or Claimit’s network and information systems.

2.8 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 Claimit.

2.9 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.

3. Services

3.1 Claimit shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of the Contract.

3.2 Claimit shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:

3.2.1 planned maintenance carried out during the maintenance window outside of Business Hours;

3.2.2 unscheduled maintenance performed inside Business Hours, provided that Claimit has used reasonable endeavours to give the Customer at least 1 hour notice in advance; and

3.2.3 emergency and urgent maintenance performed inside Business Hours, when the Services are unavailable due to unforeseen circumstances or from a cyber attack.

3.3 Claimit will, as part of the Services and at no additional cost to the Customer, provide the Customer with Claimit’s standard customer Support Services during Business Hours in accordance with Schedule 2.

3.4 Claimit makes no representations or assurances that the Services of Claimit is appropriate for use in locations other than England, Scotland and Wales. Access to the Services is not intended in any jurisdiction or location where such use would be contrary to local laws, or which would subject Claimit to any registration or other administrative formalities within such jurisdiction. Any access by the Customer or its Authorised Users from such jurisdiction shall be carried out at the Customer’s sole risk.

3.5 The supply of the Services does not constitute Claimit as a Courier or create any contract between Claimit and a Courier, not does it create any liability from Claimit to a Courier.

3.6 Claimit will monitor the Customer’s activities with the Courier as part of the Services. Claimit shall not store such information with third parties, but may use it on an anonymous basis to develop its Services and the Software and to establish whether certain Couriers are operating within industry standards, which general information Claimit may share with its other customers.

4. Data Protection

Claimit’s privacy policy annexed by reference to the Contract Details shall apply in respect of the Services and Claimit’s processing of the Customer’s personal data included in the Customer Data or lodged on the Customer System shall be subject to the data processing provisions set out in Schedule 3.

5. Third Party Providers

5.1 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 (including but not limited to Couriers) via third-party websites and that it does so solely at its own risk. Claimit 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 Claimit. Claimit 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. Claimit does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

6. Claimit’s Obligations

6.1 Claimit shall perform the Services substantially in accordance with the Documentation and with reasonable skill and care.

6.2 Claimit’s obligations at clause 1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Claimit’s instructions, or modification or alteration of the Services by any party other than Claimit or Claimit’s duly authorised contractors or agents. If the Services do not conform with the terms of clause 6.1, Claimit will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 6.1.

6.3 Claimit:

6.3.1 does not warrant that:

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

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

6.3.1.3 the Software or the Services will be free from Viruses.

6.3.2 is not 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.

6.4 The Contract shall not prevent Claimit 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 the Contract.

6.5 Claimit warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the Contract.

6.6 In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy against Claimit shall be for Claimit to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Claimit in accordance with its archiving procedures. Claimit shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Claimit to perform services related to Customer Data maintenance and back-up for which it shall remain fully liable).

7. Customers Obligations

7.1 The Customer shall:

7.1.1 provide Claimit with:

7.1.1.1 all necessary co-operation in relation to the Contract; and

7.1.1.2 all necessary access to such information as may be required by Claimit;

7.1.1.3 in order to provide the Services, including but not limited to Customer Data, access to the Customer’s Courier accounts, security access information and configuration services;

7.1.2 without affecting its other obligations under the Contract, comply with all applicable laws and regulations with respect to its activities under the Contract;

7.1.3 carry out all other Customer responsibilities set out in the Contract 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, Claimit may adjust any agreed timetable or delivery schedule as reasonably necessary;

7.1.4 ensure that the Authorised Users use the Services and the Documentation in accordance with these Conditions and shall be responsible for any Authorised User’s breach of the Contract;

7.1.5 obtain and shall maintain all necessary licences, consents, and permissions necessary for Claimit, its contractors and agents to perform their obligations under the Contract, including without limitation the Services;

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

7.1.7 be, to the extent permitted by law and except as otherwise expressly provided in the Contract, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Claimit’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.

7.1.8 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.

8. Customer Data nd Customer Systems

8.1 As between the parties, the Customer or its licensors retains all right, title and interest (including intellectual property rights) in and to the Customer Data and the Customer System and modifications to such in its use of the Services.

8.2 The Customer warrants that it owns all right, title and interest in and to Customer Data and the Customer Systems and by giving Claimit access to the Customer Data and the Customer System to provide the Services, it will not violate the intellectual property rights of any third party including its Couriers. If Customer Data supplied by the Customer for the Services is found to be owned by or is the property of a third party, the Customer is responsible for all royalties, fines, awards, penalties, settlements or other compensation owned that third party, with no recourse or contribution owed by Claimit to the Customer or such third party.

8.3 The Customer further represents and warrants it has the right and is entitled to submit Customer Data into the Services and that such data is true, correct, accurate, complete, current, not confidential, and use or possession does not violate contractual restrictions or other third party rights. It is the Customer’s responsibility to ensure the accuracy of all data provided and to keep such information accurate, complete and up to date.

8.4 Subject to the terms of the Contract, the Customer hereby grants Claimit a non-exclusive, worldwide, royalty-free license and right to process Customer Data to provide the Services.

8.5 The Customer’s license to Claimit of the right to process Company Data for the Services includes but is not limited to, Claimit’s utilisation of the Courier’s account information to facilitate access, integration, and analysis of the Courier’s services. The Customer acknowledges and agrees Claimit’s access and use of a Courier account information is required for the effective provision of the Services. Claimit is not an agent of or on behalf of such Couriers. The Customer acknowledges and agrees the Services are not sponsored or endorsed by any Courier accessible through the Services. Claimit is not responsible for payment processing errors, fees, inaccessibility or other such issues which may arise from inaccurate Courier account information. Claimit assumes no liability and in no event is responsible for Courier billing or tariff inaccuracies.

8.6 Claimit has no obligation to assess the content, accuracy or legality of Customer Data or the Customer System, nor is Claimit required to back up Company Data. In providing the Services, Claimit is entitled to assume that the Customer Data, including all information derived from Couriers or relating to Courier transactions is accurate and Claimit shall interpret such information accordingly when providing the Services.

8.7 The Customer understands and acknowledges that use of the Services necessarily involves transmission of Customer Data over networks that are not owned, operated or controlled by Claimit, and that Claimit shall not be held responsible for any Customer Data lost, or stored across such networks. Claimit does not guarantee that its security procedures will be error free, that transmissions of Customer Data will always be secure or that unauthorised third parties will never be able to defeat Claimit’s security measures or those of Claimit’s third party service providers.

9. Charges and Payment

9.1 The Customer shall pay the Charges to Claimit for the Subscription in accordance with this clause 9 and Schedule 1.

9.2 If Claimit has not received payment within 14 days after the due date, and without prejudice to any other rights and remedies of Claimit:

9.2.1 Claimit may, on no less than 5 Business Days’ notice to the Customer and without liability to the Customer, disable the Customer’s passwords, account and access to all or part of the Services and Claimit 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 8% over the then current base rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

9.3 All amounts and fees stated or referred to in the Contract:

9.3.1 shall be payable in pounds sterling;

9.3.2 shall be paid, at Claimit’s request, via an authorised secure direct debit platform;

9.3.3 are, subject to clause 3.2, non-cancellable and non-refundable;

9.3.4 are exclusive of value added tax, which shall be added to Claimit’s invoice(s) at the appropriate rate.

9.4 In addition to the Charges described in Schedule 1, the Customer may subscribe for additional Services from time to time which may be subject to separate Charges as agreed between the parties. The provisions relating to payment set out in this clause 9 shall apply to such additional Services.

9.5 Claimit shall be entitled to increase the Charges, and the amount of commission due to Claimit at the start of each Renewal Period upon 30 days’ prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordingly.

10. Proprietary Rights

10.1 The Customer acknowledges and agrees that Claimit and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, the Contract 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.

10.2 Claimit 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 the Contract.

11. Confidentiality

11.1 Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its Representatives (as defined below) to the other party and that party’s Representatives whether before or after the date of the Contract in connection with the Services, and the Customer’s contracts with its Couriers, including but not limited to:

11.1.1 the existence and terms of the Contract or any agreement entered into in connection with the Contract;

11.1.2 any information that would be regarded as confidential by a reasonable business person relating to:

11.1.2.1 the business, assets, affairs, customers, clients, suppliers, or plans, intentions, or market opportunities of the disclosing party (or of any member of the group of companies to which the disclosing party belongs); and

11.1.2.2 the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party (or of any member of the group of companies to which the disclosing party belongs);

11.1.3 any information developed by the parties in the course of carrying out the Contract and the parties agree that:

11.1.3.1 details of the Services, and the results of any performance tests of the Services, shall constitute Claimit Confidential Information; and

11.1.3.2 Customer Data shall constitute Customer Confidential Information.

Representatives means, in relation to a party, its employees, officers, contractors, subcontractors, representatives and advisers.

11.2 The provisions of this clause shall not apply to any Confidential Information that:

11.2.1 is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);

11.2.2 was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;

11.2.3 was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party’s knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; or

11.2.4 the parties agree in writing is not confidential or may be disclosed.

11.3 Each party shall keep the other party’s Confidential Information secret and confidential and shall not:

11.3.1 use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with the Contract (Permitted Purpose); or

11.3.2 disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 11.

11.4 A party may disclose the other party’s Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:

11.4.1 it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and

11.4.2 at all times, it is responsible for such Representatives’ compliance with the confidentiality obligations set out in this clause.

11.5 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.

11.6 A party may, provided that it has reasonable grounds to believe that the other party is involved in activity that may constitute a criminal offence under the Bribery Act 2010, disclose Confidential Information to the Serious Fraud Office without first informing the other party of such disclosure.

11.7 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in this clause are granted to the other party, or to be implied from the Contract.

11.8 On termination or expiry of the Contract, each party shall:

11.8.1 destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party’s Confidential Information;

11.8.2 erase all the other party’s Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and

11.8.3 certify in writing to the other party that it has complied with the requirements of this clause, provided that a recipient party may retain documents and materials containing, reflecting, incorporating or based on the other party’s Confidential Information to the extent required by law or any applicable governmental or regulatory authority. The provisions of this clause shall continue to apply to any such documents and materials retained by a recipient party, subject to clause 14 (Termination).

11.9 No party shall make, or permit any person to make, any public announcement concerning the Contract 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.

11.10 Except as expressly stated in the Contract, no party makes any express or implied warranty or representation concerning its Confidential Information.

11.11 The above provisions of this clause 11 shall continue to apply after termination or expiry of the Contract.

12. Indemnity

12.1 The Customer shall defend, indemnify and hold harmless Claimit 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 Claimit 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 In the defence or settlement of any claim, Claimit 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 the Contract on two Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

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

12.3.1 a modification of the Services or Documentation by anyone other than Claimit; or

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

12.3.3  the Customer’s use of the Services or Documentation after notice of the alleged or actual infringement from Claimit or any appropriate authority; or

12.3.4  the Customer’s breach of the Contract.

12.4 The foregoing and clause 3.2 states the Customer’s sole and exclusive rights and remedies, and Claimit’s (including Claimit’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. Limitations of Liability

13.1 Except as expressly and specifically provided in the Contract:

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. Claimit shall have no liability for any damage caused by errors or omissions in any Customer Data, information, instructions or scripts provided to Claimit by the Customer in connection with the Services, or any actions taken by Claimit 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 the Contract; and

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

13.2 Nothing in the Contract excludes the liability of Claimit:

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

13.2.2 for fraud or fraudulent misrepresentation.

13.3 Subject to clause 1 and clause 13.2:

13.3.1 Claimit shall have no liability for any loss of profits, loss of business, wasted expenditure, 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; and

13.3.2 Claimit’s total aggregate liability to the Customer (including in respect of the indemnity at clause 2), in respect of all breaches of duty occurring within any contract year shall not exceed the cap. If breaches committed in more than one contract year give rise to a single claim or a series of connected claims, Claimit’s total liability for those claims shall not exceed the single highest annual cap for those contract years.

13.3.3 the cap is the greater of £100,000 (one hundred thousand pounds sterling) and 50% of the total Charges paid in the contract year in which the breaches occurred.

13.3.4 A contract year means a 12 month period commencing on the Effective Date or any anniversary of it.

13.4 References to liability in this clause 13 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

13.5 Nothing in the Contract excludes the liability of the Customer for any breach, infringement or misappropriation of Claimit’s Intellectual Property Rights.

14. Term and Termination

14.1 The Contract shall, unless otherwise terminated as provided in this clause 14, commence on the Commencement Date and shall continue for the Initial Subscription Term and, thereafter, the Contract shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:

14.1.1 either party gives the other party not less than 30 days prior written notice of termination; or

14.1.2 otherwise terminated in accordance with the provisions of the Contract;

and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

14.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

14.2.1 the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;

14.2.2 the other party commits a material breach of any other term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;

14.2.3 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the IA 1986 OR (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the IA 1986 OR (being a partnership) has any partner to whom any of the foregoing apply;

14.2.4 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

14.2.5 the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;

14.2.6 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

14.2.7 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);

14.2.8 the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;

14.2.9 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

14.2.10 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;

14.2.11 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 2.3 to clause 14.2.5 (inclusive);

14.2.12 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;

14.2.13 the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy; or

14.2.14 there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).

14.3 On termination of the Contract for any reason:

14.3.1 all licences granted under the Contract 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 any shared savings due to Claimit in respect of Courier savings achieved through the Services prior to termination pursuant to Part 5 of Schedule 1 shall remain due and payable by the Customer;

14.3.4 Claimit may destroy or otherwise dispose of any of the Customer Data in its possession unless Claimit receives, no later than ten days after the effective date of the termination of the Contract, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. Claimit 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 Claimit in returning or disposing of Customer Data; and

14.3.5 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

Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for six weeks, the party not affected may terminate the Contract by giving 30 days’ written notice to the affected party.

16. Conflict

The provisions of the Contract Details shall apply in respect of any conflict or inconsistency between the constituent parts of the Contract.

17. Variation

No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

18. Waiver

18.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

18.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

19. Rights and Remedies

Except as expressly provided in the Contract, the rights and remedies provided under the Contract are in addition to, and not exclusive of, any rights or remedies provided by law.

20. Severance

20.1 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract.

20.2 If any provision or part-provision of the Contract is deemed deleted under clause 1 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.

21. Entire Agreement

21.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

21.2 Each party acknowledges that in entering into the Contract 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 the Contract.

21.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

21.4 Nothing in this clause shall limit or exclude any liability for fraud.

22. Assignment

22.1 The Customer shall not, without the prior written consent of Claimit, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.

22.2 Claimit may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract, provided that it gives prior written notice of such dealing to the Customer.

23. No Partnership or Agency

Nothing in the Contract 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).

24. Third Party Rights

24.1 The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

24.2 The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

25. Counterparts

25.1 The Contract may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

25.2 Transmission of the executed signature page of a counterpart of the Contract Details by email (in PDF, JPEG or other agreed format) shall take effect as the transmission of an executed “wet-ink” counterpart of the Contract. If this method of transmission is adopted, without prejudice to the validity of the Contract thus made, each party shall on request provide the other with the “wet ink” hard copy original of their counterpart.

25.2 No counterpart shall be effective until each party has provided to the other at least one executed counterpart.

26. Notices

26.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

26.1.1 delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

26.1.2 sent by email to the addresses stated in the Contract Details (or an address substituted in writing by the party to be served).

26.2 Any notice shall be deemed to have been received:

26.2.1 if delivered by hand, at the time the notice is left at the proper address;

26.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 09:00 on the second Business Day after posting; or

26.2.3 if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

26.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

27. Governing Law

The Contract 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 interpreted in accordance with the law of England and Wales.

28. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).

These Conditions were last updated on [DATE]. A copy of previous version of the Conditions can be obtained on request from Claimit.

Schedule 1
Charges and Payments

Part 1

1. Commission and Fees

1.1 Subject to paragraph 1.2, Claimit shall receive by way of commission 25% of the savings delivered to the Customer by way of refunds returned to the Customer from a Courier in any of the following payment methods:

1.1.1 credits applied by the Courier to an invoice;

1.1.2 credits applied by the Courier to Customer credit/debit cards accessed by the Courier;

in each case rounded up to the nearest £0.01 denomination (“Savings”).

1.2 For the first 20 Savings Transactions after the Commencement Date, Claimit shall account to the Customer for 100% of the Savings applying to those Savings Transactions.

1.3 Fees for any additional services, such as, but not limited to, Shipping Analytics, shall be charged on an ongoing monthly basis.

1.4 Where credits/payments are made by Couriers in denominations other than pounds sterling, the amounts shall be converted into sterling, with the exchange rate used for currency conversion being the daily exchange rate published by HSBC on the day of the transaction.

Part 2 – Invoicing and Payment

1. Commission shall become due to Claimit as soon as and to the extent that the Customer receives for immediate value from or on behalf of the Courier credits or payments for Courier defaults identified pursuant to the relevant Services.
2. The Customer shall pay Claimit the commission due under the Contract by no later than the end of the calendar month following the month in which it became due.
3. All sums payable under the Contract are exclusive of any VAT or other applicable sales tax, which shall be added to the sum in question. A VAT invoice shall be provided against any payment.
4. If any dispute arises as to the amount of commission payable by the Customer to Claimit, the same shall be referred to Claimit’s accountants for settlement and their certificate shall be final and binding on both parties.
5. For the purpose of establishing the amount of commission due to Claimit, Claimit shall, within 14 days of the end of each month, supply the Customer with a Statement showing the amount of Savings credited in respect of each Courier account and Claimit’s proportionate entitlement to such Savings.
6. for the purpose of payment between the Customer and Claimit, to the extent Claimit can recover such payment directly from the Courier through the Customer System it shall do so, and shall account to the Customer for the Customer’s share of the Savings; in all other instances, the Customer shall account to Claimit for its share of the Relevant Savings in accordance with paragraph 2 above.

Schedule 2
Support Serivices

1. Interpretation

The following definitions and rules of interpretation apply in this Schedule.

1.1 Definitions:

Commercially Reasonable 

the same degree of priority and diligence with which Claimit meets the support needs of its other similar customers.

Customer Cause

any of the following causes:

1. any improper use, misuse or unauthorised alteration of the Software by the Customer;
2. any use of the Software by the Customer in a manner inconsistent with the then-current Documentation;
3. The use by the Customer of any hardware of software not provided by Claimit.

Fault

any Operational Fault.

Help Desk Support

any support provided by help desk technicians sufficiently qualified and experienced to identify and resolve most support issues relating to the Software.

Operational Fault

failure of the Software to operate in all material respects in accordance with the Documentation.

Out-of-scope Services

Any services provided by Claimit in connection with any apparent problem regarding the Software reasonably determined by Claimit not to have been caused by a Fault, but rather by a Customer Cause or a cause outside Claimit’s control (including any investigational work resulting in such a determination).

Solution

either of the following outcomes:

1. correction of an Operational Fault;
2. a workaround in relation to an Operational Fault (including a reversal of any changes to the Software if deemed appropriate by Claimit) that is reasonably acceptable to the Customer.

Support Fees

the fees payable by the Customer to Claimit for the Support Services, as set out in the Contract Details.

Support Hours

09:00 – 17:00 local UK time, 5 business days a week, Monday – Friday.

Support Period

the Initial Subscription Term.

Support Request

request made by the Customer in accordance with this Annex for support in relation to the Software, including correction of an Operational Fault.

Support Services

maintenance of the then-current version or release of the Software, including Help Desk Support but excluding any Out-of-scope Services.

1.2 All initial capitalised terms in this Annex shall have the meaning given to them in the Contract, unless otherwise defined herein.

2. Support Services

2.1 During the Support Period, Claimit shall perform the Support Services during the Support Hours.

2.2 As part of the Support Services, Claimit shall:

2.2.1 provide Help Desk Support by means of the following email address support@claimit.ai;

2.2.2 use Commercially Reasonable Efforts to correct all Operational Faults notified under paragraph 4.3.1;

2.2.3 provide technical support for the Software.

2.2.4 Claimit may reasonably determine that any services are Out-of-scope Services. If Claimit makes any such determination, it shall promptly notify the Customer of that determination.

2.2.5 The Customer acknowledges that Claimit is not obliged to provided Out-of-scope Services and that Claimit may not be able to find Solutions to Faults despite using Commercially Reasonable Efforts to do so.

3. Fees

3.1 The provision of Support Services on a remote, off-site basis (such as over the telephone or by email) within the Support Period shall be included in the Support Fees.

4. Submitting Support Requests and Access

4.1 The Customer may request Support Services by way of a Support Request.

4.2 Each Support Request shall include a description of the Operational Fault and, where relevant, the start time of the incident.

4.3 The Customer shall provide Claimit with:

4.3.1 prompt notice of any Faults which it becomes aware of; and

4.3.2 such output and other data, documents, information, assistance and (subject to compliance with all Customer’s security and encryption requirements notified to Claimit in writing) remote access to the Customer System, as are reasonably necessary to assist Claimit to reproduce operating conditions similar to those present when the Customer detected the relevant Operational Fault and to respond to the relevant Support Request.

4.4 All Support Services shall be provided on an off-site basis (such as over the telephone or by email) from Claimit’s office. Claimit shall not be required to make on-site visits to the Customer in order to provide Support Services.

5. Service Levels

5.1 Claimit shall prioritise all Support Requests based on its reasonable assessment of the severity level of the Fault reported.

5.2 Claimit shall give the Customer regular updates of the nature and status of its efforts to correct any Fault.

SCHEDULE 3
Data Processing

1. Data Protection

1.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This Schedule 3 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

1.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and Claimit is the Processor. Section 2 of this Schedule sets out the scope, nature and purpose of processing by the Claimit, the duration of the processing and the types of Personal Data and categories of Data Subject.

1.3Without prejudice to the generality of paragraph 1.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Claimit and/or lawful collection of the Personal Data by Claimit on behalf of the Customer for the duration and purposes of this agreement.

1.4 Without prejudice to the generality of paragraph 1.1, Claimit shall, in relation to any Personal Data processed in connection with the performance by Claimit of its obligations under this agreement:

1.4.1 process that Personal Data only on the documented written instructions of the Customer which are set out in section 2 of this Schedule unless Claimit is required by Domestic Law or EU Law to otherwise process that Personal Data. Where Claimit is relying on Domestic Law or EU Law as the basis for processing Personal Data, Claimit shall promptly notify the Customer of this before performing the processing required by the Domestic Law or EU Law unless the Domestic Law or EU Law prohibits Claimit from so notifying the Customer;

1.4.2 ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, 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);

1.3 ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and

1.4 not transfer any Personal Data outside of the UK or EEA unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:

1.4.1 the Customer or Claimit has provided appropriate safeguards in relation to the transfer;

1.4.2 the data subject has enforceable rights and effective legal remedies;

1.4.3 Claimit complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

1.4.4 Claimit complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;

1.4.5 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;

1.4.6 notify the Customer without undue delay on becoming aware of a Personal Data Breach;

1.4.7 at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Domestic Law or EU Law to store the Personal Data; and

1.4.8 maintain complete and accurate records and information to demonstrate its compliance with this Schedule 3 and allow for audits by the Customer or the Customer’s designated auditor and immediately inform the Customer if, in the opinion of Claimit, an instruction infringes the Data Protection Legislation.

1.5 The Customer does not consent to Claimit appointing any third party processor of Personal Data under this agreement.

2. Personal Data Processing Purposes And Details

2.1 Subject matter of the Processing: Personal Data relating to addresses of the Customer’s customers accessed through the Customer’s Courier arrangements on the Customer System, which are analysed by Claimit as part of the Services to establish where savings can be identified.

2.2 Duration of the Processing: Subject to the standard deletion requirements set out in Claimit’s privacy policy, for the later of Claimit’s fulfilment of its obligations to the Customer or termination of this agreement.

2.3 Nature of the Processing: Collection and such organisation, adaptation, stage, retrieval, consultation, use, disclosure, making available, restriction, erasure and destruction as is necessary for fulfilment of the Services.

2.4 Purpose: The performance of the Services in accordance with the provisions of the Contract.

2.5 Personal Data Categories: Name, address, e-mail address, telephone contact details, order details.