ECO Delivery Air Terms

1. Definitions and Interpretations

1.1. "Additionality" means that Maersk ECO Delivery Air has resulted in GHG emission reductions or removals in addition to what would have occurred in its absence, determined at Maersk's sole discretion.

1.2. "Applicable Term” has the meaning set out in clause 5.2.

1.3. "Applicable Units" means containers and/or cargo (including but not limited to loose cargo, boxes, pallets and unit load devices), to which these Maersk ECO Delivery Air Terms apply, which are transported, moved and/or stored by Maersk (or a company in its Group) pursuant to a separate carriage, terminal or storage agreement between Maersk (or a company in its Group and the Company.

1.4. “Book & Claim” means a chain of custody model that allows the separation of specific attributes, such as environmental benefits, from the physical product (e.g. for Sustainable Aviation Fuel (SAF)). This model enables airlines to "book" the emissions savings from the use of SAF on a specific route, while customers can "claim" the saved GHG emissions from the SAF for climate disclosures in any location.

1.5. "Carrying Asset" means a mode of transportation including but not limited to ocean vessels, trucks, barges, trains and/or planes, on which the Applicable Units are carried.

1.6. "Company" means the company contracting with Maersk pursuant to these Maersk ECO Delivery Air Terms, as identified in the ECO Delivery Air Commercial Terms.

1.7. "Confidential Information" means the provisions of these Maersk ECO Delivery Air Terms, and all documents, records, correspondence, information and transactions in any form concerning or relating to the negotiation and/or performance of these Maersk ECO Delivery Air Terms, and/or the operation or business of either Party which is of a confidential nature, would reasonably be considered confidential or is otherwise not publicly available (either in its entirety or in part), including but not limited to commercial, financial, marketing, or technical information, know-how, trade secrets, business methods and other information in any form or medium howsoever disclosed, whether orally or in writing before or after the date of these Maersk ECO Delivery Air Terms, together with any reproductions of such information in any form or medium.

1.8. "ECO Delivery Air Charge" means any payment made by the Company in relation to Maersk ECO Delivery Air, pursuant to clause 15, below.

1.9. “ECO Delivery Air Commercial Terms” means the commercial terms for the Maersk ECO Delivery Air, including pricing and invoicing, term and Applicable Units, as agreed separately between the Parties;

1.10. "Environmental Attributes" means (a) any emissions, air quality or other environmental attribute, aspect, characteristic, claim, or benefit, howsoever created, accounted for or designated, whether past, currently or hereafter existing, resulting from, attributable to or associated with the Renewable Energy Source, and arising from the environmental benefits of the Renewable Energy Source; (b) separate and apart from the Renewable Energy Source and the energy output from its combustion; (c) that is capable of being measured, verified or calculated; and (d) the reporting rights, carbon accounting elements, or other claims related to any such attributes, aspects, characteristics, claims, or benefits, including (without limitation) the right of a person to apply, claim and/or report the ownership thereof in compliance with (i) any applicable governmental authority, regulation or bill; (ii) any international or national emissions trading program; (iii) the GHG Protocol and any future revision thereof; and/or (iv) pursuant to one or more existing or future voluntary GHG emissions accounting and reporting schemes.

Environmental Attributes include (without limitation) emissions rate credits, carbon credits, portfolio credits, emissions allowances, green tags, tradable renewable credits, environmental air quality credits and emissions reduction credits, insets, offsets and allowances, howsoever entitled (including any of the same arising out of legislation or regulation concerned with oxides of nitrogen, sulfur, carbon, particulate matter, soot or mercury, or implementation of the United Nations Framework Convention on Climate Change, the Paris Agreement, the Kyoto Protocol to the United Nations Framework Convention on Climate Change and/or other frameworks and disclosures, or the crediting of “early actions” with a view to implementation), resulting from the avoidance of the emission of any gas, chemical or other substance attributable to the Renewable Energy Source.

1.11. "Environmental Claim" means any legal action brought against Maersk Group company, subcontractor, agent, employee or director thereof) or the Company by any claimant (including but not limited to employees and/or shareholders of the Company), arising out of or in connection with Maersk ECO Delivery Air or the terms of this Agreement, including but not limited to any environmental claim(s) made by the Company as a result of entering into this Agreement.

1.12. “Force Majeure” means any event outside the reasonable control of either Party that materially and adversely affects that party's ability to perform its obligations under these Maersk ECO Delivery Air Terms, including any Relevant Change, acts of God, state or public enemy, strikes, lockouts or other industrial action (in each case not including the employees of either party), fires, explosions, floods, earthquakes, landslides or displacements of other materials, wars, revolutions, uprisings, invasion, civil war, insurrection, hostilities, terrorism or threats thereof, terrorist acts, acts of piracy, riots or civil commotion, epidemics or pandemics (as defined by the World Health Organisation), sanctions, blockades, embargoes, government restraints or similar disruptions or interferences with trade, hurricanes, tempest and other adverse climatic conditions, unavailability of sufficient quantities of Renewable Energy Source and/or any physical or non-physical constraints to the availability and/or use (including certification) of Renewable Energy Sources required to perform Maersk ECO Delivery Air , and/or failure or delays of subcontractors or suppliers.

1.13. "GLEC V3" means the Global Logistics Emissions Council Framework for Logistics and Emissions Accounting and Reporting (Version 3.0) and any subsequent version thereof.

1.14. "Greenhouse Gas Protocol" means The Greenhouse Gas Protocol Corporate Accounting and Reporting Standard (Revised Version), and any associated standards or supplements, including but not limited to The Greenhouse Gas Protocol Value Chain Accounting and Reporting Standard ("GHG Protocol Value Chain Standard").

1.15. "Greenhouse Gases ("GHG")" means carbon dioxide (CO2); methane (CH4); nitrous oxide (N2O); hydrofluorocarbons (HFCs); perfluorocarbons (PFCs); and sulphur hexafluoride (SF6).

1.16. “Group” means, in relation to a Party, a combination of that Party and any company controlling, controlled by or under common control to that Party.

1.17. "Interim Emissions Statement" means an emissions statement issued by Maersk, at its sole discretion, to the Company which does not amount to an ECO Delivery Air Certificate, and which does not otherwise embody any of the characteristics attributed to ECO Delivery Air Certificate, pursuant to these Maersk ECO Delivery Air Terms, including but not limited to: (a) third party limited assurance (pursuant to clause 6.4); and/or (b) the transfer of title of Environmental Attributes (pursuant to clause 9.1).

1.18. "Maersk" means Maersk Logistics & Services International A/S of 50 Esplanaden, 1263 Copenhagen K, Denmark or another company within the Maersk Group with whom the Company has contracted for the provision of the services pursuant to these Maersk ECO Delivery Air Terms.

1.19. "Maersk ECO Delivery Air" means the services described at clause 6.

1.20. “Maersk ECO Delivery Air Terms” means the terms and conditions set out herein.

1.21. "Manual" means any manual, guide, presentation, proposal or other material (whether promotional or otherwise) published by Maersk relating to Maersk ECO Delivery Air .

1.22. "Non Contractual Use" means any use by the Company of an ECO Delivery Air Certificate in breach of the terms of these Maersk ECO Delivery Air Terms.

1.23. "Proof of Sustainability Documentation" means any document certifying or verifying the sustainability characteristics of a Renewable Energy Source, in accordance with one or more regulatory frameworks.

1.24. "Relevant Change" means any amendments to existing, or enactment of new national or international laws, regulations, guidelines, standards and/or practices relating in any way whatsoever to the services provided under these Maersk ECO Delivery Air Terms, which have not been enacted or come into force as of the date these Maersk ECO Delivery Air Terms are entered into.

1.25. "Renewable Electricity Documentation" means a certificate or other document certifying or verifying the transfer to Maersk of renewable electricity as deemed acceptable by Maersk at its sole discretion.

1.26. "Renewable Energy Source" means a renewable energy source, including but not limited to biofuel, renewable methanol, SAF, electricity generated from renewable energy sources and/or renewable hydrogen, as defined by Maersk at its sole discretion, the energy content of which may be allocated to Applicable Units pursuant to these Maersk ECO Delivery Air Terms.

1.27. "Renewable Energy Source-enabled Asset" means a mode of transportation including but not limited to ocean vessels, trucks, barges, trains and/or planes, on which one or more Renewable Energy Source is consumed.

1.28. "Renewable Energy Source-enabled Facility" means a storage facility (including but not limited to warehouses, container depots and cold chain storage facilities) at which Renewable Energy Sources are consumed.

1.29. "Scope 3 Emissions" has the definition given in the Greenhouse Gas Protocol.

2. Interpretation

2.1. Unless otherwise expressly stated, the words “herein”, “hereof” and “hereunder” (and other words of similar importance) refer to these ECO Delivery Air Terms as a whole and not to any particular clause, article, subsection, annex or other subdivision.

2.2. Specific words indicating a type, class or category of things do not restrict the meaning of general words following specific words, such as general words introduced by the word “other" or a similar expression. Similarly, general words followed by specific words shall not be restricted in meaning to the type, class or category of the thing indicated by the specific words. The words “include” and “including” shall not be construed as terms of limitation and shall mean "including without limitation" and "include without limitation", respectively.

3. Application

3.1. Maersk ECO Delivery Air is an add-on service that can only be purchased and applied in conjunction with an agreement for transportation, storage and/or movement services relating to the Applicable Units, between Maersk and the Company.

3.2. The commercial terms agreed between Maersk and the Company (each a "Party", and together, the "Parties") are set out in the ECO Delivery Air Commercial Terms.

The Parties agree that these Maersk ECO Delivery Air Terms will apply separately to the services rendered as the Maersk ECO Delivery Air.

4. Interaction

4.1. Except as expressly provided in these Maersk ECO Delivery Air Terms, no other agreement or terms and conditions applicable between the Parties (or Group companies) shall apply to or affect the Parties' rights or obligations under these Maersk ECO Delivery Air Terms nor shall these Maersk ECO Delivery Air Terms apply to or affect such any other agreement or terms and conditions. Any reference made in these Maersk ECO Delivery Air Terms to an existing agreement for transportation, storage and/or movement services relating to the Applicable Units, between Maersk (or a company in its Group) and the Company shall not introduce or incorporate by reference any provisions of those agreements not expressly referred to.

4.2. These Maersk ECO Delivery Terms constitute the entire agreement between the Parties relating to the Maersk ECO Delivery Air and supersede any preceding discussions, document or e-mail exchanges, representations or minutes of meetings between the Parties.

5. Application to Applicable Units

5.1. Unless otherwise agreed by the Parties these Maersk ECO Delivery Air Terms shall apply only in relation to the Applicable Units identified in the ECO Delivery Air Commercial Terms.

5.2. These Maersk ECO Delivery Air Terms shall remain in force for a period of time, as agreed by the Parties (the "Applicable Term") identified in the ECO Delivery Air Commercial Terms, unless terminated earlier pursuant to the terms herein. Notwithstanding the foregoing, the services under these Maersk ECO Delivery Air Terms shall, however, automatically end on the date of termination, for whichever reason, of an agreement for transportation, storage and/or movement services relating to the Applicable Units, between Maersk (or a company in its Group) and the Company.

6. Definition and Scope of Services

6.1. Maersk shall provide the following services (“Maersk ECO Delivery Air”):

6.1.1. Maersk will maintain a Book & Claim energy allocation methodology (the “Methodology”).

6.1.2. Maersk ECO Delivery Air is an allocation methodology between Grey emission fossil fuel baseline and reduced GHG emission fuel as described below.

6.1.3. Grey emission baseline: The fossil fuel baseline is calculated using an external tool and is based on the airport pairs and actual cargo weight shipped by the ECO Delivery Air customer.

6.1.4. Reduced GHG emission fuel: the SAF is uplifted and burned within the network of a commercial airline(s) of Maersk’s choice. The Environmental Attributes are procured in accordance with the Maersk SAF sourcing policy. Maersk will observe retirement restrictions on the fuel and ensure no used Reduced GHG emission fuel is older than 2 years after the purchase from the airline. Additionally, Maersk ensures that retirement restrictions on the fuel are abided to by the airline as well.

6.1.5. Allocation methodology: Maersk uses Book & Claim allocation with the agreed amount of energy from the uplifted and burned Reduced GHG emission fuel to compensate for the energy consumed transporting cargo for the Company.

6.1.6. At the beginning of the following year on a date at Maersk's sole discretion, Maersk will, subject to the terms herein, issue to the Company a certificate, in the form for the time being prescribed by Maersk (an "ECO Delivery Air Certificate").

6.2. In addition to clause 6.1:

6.2.1. Maersk warrants that during the Applicable Term it will use reasonable endeavours to provide Maersk ECO Delivery Air for Applicable Units up to and including any total nomination figure agreed by the Parties (as stated in the ECO Delivery Air Commercial Terms), subject always to full performance by the Company of its obligations under (a) these Maersk ECO Delivery Air Terms and (b) any underlying agreement between the Parties (or their Group companies) concerning the Applicable Units.

6.2.2. Maersk shall have no obligation to provide Maersk ECO Delivery Air in respect of Applicable Units in excess of the total nomination figure set out in the ECO Delivery Air Commercial Terms, except as otherwise agreed to in writing by the Parties.

6.3. ECO Delivery Air Certificates are issued for the benefit of the Company and, the Company shall not transfer or assign to any third party, any ECO Delivery Air Certificate, issued to it pursuant to these Maersk ECO Delivery Air Terms. Maersk recognises the Company’s potential desire to use the information within the ECO Delivery Air Certificates to issue proof of Environmental Attributes. The Company agrees to defend, indemnify and hold Maersk harmless in the event of any claim brought against Maersk by a third party relating to any type of reissuance of the information provided to the Company, in the ECO Delivery Air Certificates

6.4. Only ECO Delivery Air Certificates issued by Maersk pursuant to these Maersk ECO Delivery Air Terms, shall be deemed to be in accordance with the third party limited assurance issued by Maersk's auditors in relation to the Maersk ECO Delivery Air.

6.5. Maersk may (at its sole discretion), in addition to, and separately of, any ECO Delivery Air Certificate issued to the Company, issue an Interim Emissions Statement report, upon request by the Company.

6.6. Maersk shall have no obligation to provide the Company with (as applicable in each instance) any Proof of Sustainability Documentation, Renewable Electricity Documentation or any contractual documentation evidencing transfer of title to Maersk of Environmental Attributes relating to any Renewable Energy Source consumed in performance of Maersk ECO Delivery Air. The documentation of any Renewable Energy Source consumed in performance of Maersk ECO Delivery Air is audited on an annual basis by a third party.

6.7. Maersk may, at its sole discretion and upon request from the Company, issue to the Company a third party assurance report by third party auditors relating to Maersk ECO Delivery Air.

6.8. Maersk ECO Delivery Air shall not apply for any transportation, movement and/storage of Applicable Units to or from Cuba, North Korea, Crimea, Syria, Iran and/or Sudan.

7. Methodology

7.1. In performance of Maersk ECO Delivery Air, Maersk will use reasonable endeavours to ensure that the Methodology is valid in accordance with those national or international laws, regulations, guidelines, standards and/or practices expressly referred to in the Methodology and in force and applicable as at the date of the Company’s acceptance of these Maersk ECO Delivery Air Terms. To the extent possible, all calculations of fuel consumption are done in accordance with the approach recommended by GLEC V3 and ISO 14083 following general emission accounting approaches from GHG-protocol.

7.2. Where Maersk relies on data or information provided by third parties (including but not limited to data relating to the energy content of Renewable Energy Sources procured), to perform Maersk ECO Delivery Air, Maersk will use reasonable endeavours to confirm the accuracy of said data or information.

7.3. No representation or warranty is made by Maersk that the Applicable Units will be transported on a Renewable Energy Source-enabled Asset (unless expressly agreed between the Parties)

7.4. The Renewable Energy Source-enabled Asset in question is owned and/or operated by a commercial airline of Maersk’s choice. Maersk shall be under no obligation to inform the Company of which commercial airline will or has used a Renewable Energy Source.

7.5. No representation or warranty is made by Maersk as to which Renewable Energy Sources (and/or the Environmental Attributes thereof) are attributable to which ECO Delivery Air Certificate (unless expressly agreed between the Parties).

7.6. Notwithstanding any other provision in these Maersk ECO Delivery Air Terms, Maersk retains the right at all times, at its sole discretion, to amend the Methodology, in any manner it considers prudent, including in the event of a Relevant Change.

7.7. The Company:

7.7.1. acknowledges and accepts that owing to Maersk’s right to amend the Methodology during the Applicable Term (including as the result of a Relevant Change) the Methodology used to produce ECO Delivery Air Certificates may change over the course of the Applicable Term, resulting in Maersk issuing the Company with ECO Delivery Air Certificate that are produced using different methodologies; and

7.7.2. shall not hold Maersk liable for any claim arising out of or in connection with the matters described at clause 7.7.1 above.

8. Renewable Energy Sources

8.1. As concerns any Renewable Energy Source procured by Maersk in performance of its obligations under these Maersk ECO Delivery Air Terms:

8.1.1. Maersk shall use reasonable endeavours to ensure that any such Renewable Energy Source adheres to (a) any applicable regulations imposing sustainability requirements on Renewable Energy Sources of that type, in any applicable jurisdiction(s); and (b) any additional standards Maersk may choose to adhere to at its sole discretion.

8.2. Clause 8.1 above shall not apply where a Renewable Energy Source is procured by a third party.

9. Environmental Attributes

9.1. Maersk will use reasonable endeavours to acquire and transfer to the Company the Environmental Attributes, only to the extent required by the Company for reporting of Scope 3 Emissions (Category 4 and 9) pursuant to the GHG Protocol Scope 3 Standard, associated with a quantity of Renewable Energy Source allocated to the Applicable Units pursuant to the Methodology (such transfer evidenced by the issuance to the Company by Maersk of an ECO Delivery Air Certificate).

9.2. With the exception of the Environmental Attributes so transferred (referred to in clause 9.1), Maersk will retain all Environmental Attributes associated with the Renewable Energy Source consumed in performance of Maersk ECO Delivery Air, including but not limited to the right to apply or otherwise claim against its Scope 3 (Category 4) Emissions inventory.

9.3. Notwithstanding clause 9.1 above:

9.3.1. where the Renewable Energy Source is procured by a third party and/or Maersk does not own and/or operate the Renewable Energy Source-enabled Asset, Maersk makes no representation or warranty, and shall have no liability as concerns: (a) the recognition of the ECO Delivery Air Certificate and/or the Environmental Attributes transferred, by any existing or future voluntary and/or mandatory GHG emissions accounting and reporting scheme; and/or (b) the Company's ability to apply or otherwise claim the Environmental Attributes so transferred against its Scope 3 Emissions inventory or any related inventory under any such scheme.

9.3.2. Maersk makes no representation or warranty as concerns, and shall have no liability as concerns any attempt by a third party, whose units are transported, stored and/or moved in or on the Renewable Energy Source-enabled Asset or Renewable Energy Source-enabled Facility, on which Renewable Energy Source is consumed for the purpose of Maersk ECO Delivery Air , to apply or otherwise claim the Environmental Attributes referred to, at clause 9.1, above for its own emission reporting purposes.

10. Auditing

10.1. Maersk warrants that an external auditing process has been carried out over the services offered.

11. Limitation of Liability

11.1. In relation to any claims arising out of or related to the Maersk ECO Delivery Air, Maersk’s liability in respect of all claims howsoever arising, shall be limited to an amount corresponding to the ECO Delivery Air Charge paid by the Company to Maersk in the calendar year in which the event, action or series of events giving rise to a claim arises. The remedy provided under this section shall be the Company’s only remedy for any and all claims arising out of or in connection with Maersk’s delivery of the Maersk ECO Delivery Air to the Customer.

12. Exclusions

12.1. Notwithstanding any separate contractual obligations that may exist between the Parties or any other provision in these Maersk ECO Delivery Air Terms, in no event shall Maersk be liable, directly or indirectly to the Company or any third party for:

12.1.1. any Environmental Claim(s);

12.1.2. any claims arising out of or in connection with any Non-Contractual Use by the Company of any ECO Delivery Air Certificate issued to it pursuant to these Maersk ECO Delivery Air Terms (including but not limited to any claim(s) brought by third party transferees of an ECO Delivery Air Certificate, in breach of clause 6.3 of these Maersk ECO Delivery Air Terms);

12.1.3. any claim arising out of or in connection with a breach of Maersk’s obligations under these Maersk ECO Delivery Air Terms (including but not limited to the validity or legality of any ECO Delivery Air Certificate, or Maersk ECO Delivery Air), if such breach is caused by a Relevant Change.

12.1.4. the accuracy and/or validity of Maersk ECO Delivery Air (including without limitation (a) the recognition of any ECO Delivery Air Certificate and/or the Environmental Attributes transferred, by any existing or future voluntary and/or mandatory GHG emissions accounting and reporting scheme; and/or (b) the Company's ability to apply or otherwise claim the Environmental Attributes so transferred against its Scope 3 Emissions inventory or any related inventory under any such scheme), owing to the application of any laws, regulations, guidelines, standards and/or practices, in the jurisdiction in which the Maersk ECO Delivery Air and/or any underlying agreement for transportation, storage and/or movement services relating to the Applicable Units is performed, where not identified pursuant to clause 7.1 above; and/or

12.1.5. any special, consequential, indirect (including, but not limited to, loss of production, deferral of production, lost profits, lost sales, lost benefit of utilisation, loss of reputation, loss of market share, loss of agreements or contracts, loss of anticipated savings, loss of use or corruption of software, data or information, loss of or damage to goodwill and lost opportunity costs, etc.), multiple, exemplary, liquidated or punitive and/or other extraordinary damage suffered by the Company.

The foregoing exclusions shall apply regardless of the form of action, whether the damages or other relief sought are based on breach of warranty, breach of contract, tort (including negligence), strict product liability or any other legal or equitable theory, even if Maersk has been advised of the possibilities of such damages. The prohibition of the foregoing types of damages shall also apply whether the damages are characterised as "contract damages", "tort damages" or otherwise.

13. Indemnification

13.1. The Company shall be liable for and shall indemnify and hold harmless Maersk from and against any loss, damage, fines, attorney fees and/or expenses arising from any breach of Company’s obligations under these Maersk ECO Delivery Air Terms.

13.2. Further, the Company shall be liable for and shall indemnify and hold harmless Maersk from and against any loss, damage, fines, attorney fees and/or expenses arising from any claims against Maersk by third parties, where such claims are directly or indirectly caused by, related to or derived from the Company’s use, including in its marketing or reporting (whether mandatory or voluntary), of the Maersk ECO Delivery Air .

14. Force Majeure

14.1. If a Party performing an obligation under these Maersk ECO Delivery Air Terms is prevented from doing so by Force Majeure (the "Prevented Party"), it shall within seven (7) working days of discovery of the Force Majeure notify the other Party in writing (the "Other Party") of the matters constituting such Force Majeure and shall keep the Other Party fully informed of its continuance and of any relevant change of circumstances whilst such Force Majeure continues.

14.2. The Prevented Party shall use its reasonable endeavours to minimise the effects of Force Majeure on the performance of its obligations under these Maersk ECO Delivery Air Terms and, where prevented from performing, to resume normal performance as soon as possible after the Force Majeure event has ceased.

14.3. The Prevented Party shall not be in breach of these Maersk ECO Delivery Air Terms or otherwise be liable to the Other Party for any reason including non-performance of any of its obligations due to Force Majeure, provided that: (a) it has notified the Other Party in accordance with clause 14.1; (b) it could not have avoided the effect of such Force Majeure by taking precautions which, having regard to all the matters known to it before the Force Majeure, it ought reasonably to have taken, but did not; and (c) it has complied with its obligations in clause 14.2.

14.4. Notwithstanding clause 14.3, no relief shall be granted to a Party pursuant to this clause 14 to the extent such failure or delay in performance would have nevertheless been experienced by such Party had the Force Majeure event not occurred. The Other Party is entitled, without liability to the Prevented Party, to suspend its own performance of its obligations under these Maersk ECO Delivery Air Terms while the Force Majeure continues (excluding any payment obligations owed pursuant to these Maersk ECO Delivery Air Terms, which shall not be affected by this clause 14).

14.5. If the Force Majeure continues for a period of sixty (60) consecutive days or ninety (90) cumulative days over any three hundred sixty-five (365) day period, either Party may, at any time whilst such Force Majeure continues, by notice in writing to the other Party, terminate (without liability) these Maersk ECO Delivery Air Terms (in whole or in part).

15. Invoicing and Payment

15.1. In consideration for Maersk ECO Delivery Air, the Company shall pay to Maersk the ECO Delivery Air Charge. Maersk will apply the ECO Delivery Air Charge to bookings made pursuant to the Underlying Air Agreement identified in the Maersk ECO Delivery Air Commercial Terms.

15.2. The ECO Delivery Air Charge shall be charged in the invoice covering the Applicable Units and as set out in the ECO Delivery Air Commercial Terms.

15.3. Notwithstanding any other provision in these Maersk ECO Delivery Air Terms, Maersk shall be entitled to suspend performance of any and all of its obligations under these Maersk ECO Delivery Air Terms, in the event of failure by the Company to pay any amounts due to Maersk, until such payment has been received from the Company.

16. Ancillary Documents

16.1. No statement made in: (a) any Manual; (b) any ECO Delivery Air Certificate; (c) any other document (including any webpage) containing information relating to Maersk ECO Delivery Air, published, or provided to the Company, by Maersk; and/or (d) any precontractual exchanges between the Parties including but not limited to any Memorandum of Understanding (including those relating to pilot programs), proof of concept, RFQ, RFP, tender process and/or pilot agreement relating to Maersk ECO Delivery Air shall be deemed incorporated as a term into this Contract, nor shall amount to a pre-contractual representation by Maersk, and shall not give rise to any liability against Maersk (including for breach of contract or pre-contractual misrepresentation).

17. Intellectual Property Rights

17.1. Ownership of all copyrights, database rights, know-how, process designs, patents, trade or service marks, product names or design rights (whether (partly) registered or unregistered), trade secrets and Confidential Information disclosed by Maersk and any similar rights existing in any territory now or in future including but not limited to any derivative works (“Intellectual Property Rights”) and similar rights and interests in all domain names, trademarks, logos, appearing in or as part of the Maersk ECO Delivery Air, and/or pursuant to these Maersk ECO Delivery Air Terms and all content and data, or otherwise relating to Maersk ECO Delivery Air and/or these Maersk ECO Delivery Air Terms, and other services offered by Maersk, vests in and belongs to Maersk, its Group or its licensors.

18. Confidentiality

18.1. All Confidential Information, whether in written, oral or visual form, disclosed by a Party (a “Disclosing Party”) to the other Party (a “Receiving Party”) in relation to these Maersk ECO Delivery Air Terms shall remain the property of the Disclosing Party. Subject to clause 18.2, such Confidential Information shall not be given or disclosed to any third party without the Disclosing Party’s prior written consent and the Receiving Party shall only use Confidential Information for the purposes of these Maersk ECO Delivery Air Terms.

18.2. The Receiving Party may disclose Confidential Information to those employees, employees of its Group, directors, subcontractors, professional advisers, and/or other persons whose duties justify their need to know such information ("Permitted Users").

18.3. The Recipient shall use reasonable endeavours to ensure that each of its Permitted Users is bound to hold all Confidential Information in confidence to the standard required under these Maersk ECO Delivery Air Terms.

18.4. The confidentiality obligations of clause 18.1 above do not apply to any information which:

18.4.1. has passed into the public domain other than by breach of this clause 18;

18.4.2. is already before the date of receipt from the Disclosing Party in the possession of the Receiving Party without any restrictions as to disclosure;

18.4.3. is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; or

18.4.4. is required to be disclosed under any applicable law or by a governmental order, decree, regulation, rule, or by an order of any court of competent jurisdiction (provided that the Receiving Party shall make all reasonable efforts to give prompt written notice to the Disclosing Party prior to such disclosure).

18.5. Without limiting the rights in respect of a breach of this clause 18, the Receiving Party shall promptly notify the Disclosing Party of any actual or attempted unauthorised possession, use or knowledge of Confidential Information of the Disclosing Party by a person which may become known to the Receiving Party, furnish to the Disclosing Party full details hereof as reasonably required and cooperate with the Disclosing Party in any litigation and investigation against third parties reasonably deemed necessary by the Disclosing Party to protect its proprietary rights.

19. Marketing and Announcements

19.1. The Company shall not publicly announce or otherwise market its participation in Maersk ECO Delivery Air, without first seeking Maersk's consent in writing as to the form, content and intended platform(s) for publication of any such announcement or marketing.

20. Illegality

20.1. If any provision or part-provision of these Maersk ECO Delivery Air Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Maersk ECO Delivery Air Terms.

21. Breach and Termination

21.1. In the event of breach by a Party (the "Defaulting Party") of any of its obligations, the other party (the "Non-defaulting Party") shall notify the Defaulting Party of the breach and shall require that it be remedied within no more than forty-five (45) working days.

21.2.If:

21.2.1. the Defaulting Party fails to remedy the breach within the period permitted by clause 21.1; and

21.2.2. the breach is a material breach of these Maersk ECO Delivery Air Terms;

the Non-defaulting Party shall have the right to terminate these Maersk ECO Delivery Air Terms with immediate effect.

21.3. Suspension by Maersk of any of its obligations under these ECO Delivery Terms and/or termination by Maersk of these ECO Delivery Terms shall be without prejudice to Maersk's right to pursue all rights and remedies (whether arising contractually or at common law) pursuant to these ECO Delivery Terms.

22. Dispute Resolution

22.1. These ECO Delivery Terms 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 English law.

22.2. Any dispute arising out of or in connection with these ECO Delivery Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause.

22.3. The number of arbitrators shall be three, to be nominated as follows:

22.3.1. Each Party shall nominate one arbitrator not later than fourteen (14) calendar days after service of a request in writing by either Party to do so; and

22.3.2. The two arbitrators so appointed will nominate a third arbitrator as the chairperson of the tribunal, within fourteen (14) calendar days of the appointment of the second arbitrator.

22.4. The seat, or legal place, of arbitration shall be London, England.

22.5. The language to be used in the arbitral proceedings shall be English.

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