Terms for Trade and Customs Consulting Services

1. Application and Definitions

1.1 These terms and conditions (“Terms”) apply to any Services performed by Maersk or as otherwise set out in an agreement incorporating these Terms (“Agreement”).

1.2 Maersk reserves the right, at its sole discretion to amend, modify, or update these Terms at any time and without prior notice. Any such amendments, modifications, or updates shall become effective immediately upon being published or otherwise made available by Maersk through its usual communication channels, including but not limited to publication on https://terms.maersk.com or direct communication to the Customer. The Customer acknowledges and agrees that the Terms were made available in a downloadable and printable document format prior to acceptance. By proceeding with the services, the Customer confirms receipt and acceptance of the Terms.

1.3 If Maersk and the Customer have signed a separate agreement or agreed to any specific terms in respect of other services, these Terms shall continue to apply, but such separate agreement or Services specific terms shall be paramount and prevail in so far as its terms are inconsistent with these Terms.

1.4 The words and expressions set out below having the following meanings:

“Adjustment Rate” means a percentage equal to the percentage change in the Consumer Price Index statistics published by Eurostat.

“Anti-Corruption Law” means all applicable anti-corruption laws and regulations, including without limitation, the United States Foreign Corrupt Practices Act of 1977 and the United Kingdom Bribery Act of 2010, and any amendments to either.

"Applicable Law" means any and all laws and regulations applicable to the provision of the Services and/or any obligation or activity under or arising from the Agreement.

“Commencement Date” means the date agreed between the Parties in writing, or if no such date has been agreed, then this term shall mean the date on which the Services are first performed.

"Compulsory Legislation" means any Applicable Law which applies compulsorily to any element of the Services and cannot be waived or modified.

"Confidential Information" means the provisions of the Agreement, and all information in any form or medium which is confidential or otherwise not publicly available (either in its entirety or in part including the configuration or assembly of its components) 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, in writing before or after the date of the Agreement, together with any reproductions of such information in any form or medium.

"Customer" means any Person for whom Maersk agrees to provide or arrange a Service and includes anyone acting on behalf of or as principal(s) of such Person.

“Customer Data” means any content, materials, data, and information that the Customer or related third parties’ input or cause to be input into the Services or that the Customer or related third parties derive from use of the Services and store in the Services.

"Cyber Event" means any actual or suspected action by a third party which affects the computers, computer system, computer software and/or information and communication technology system of one or more person(s) through or by the use of code, computer virus, process or any other means whatsoever, without the consent of the affected person(s).

“Deliverable” means any advice, communications, information, technology or other content provided by Maersk to the Customer in the course of the Engagement, as specified in the SOW.

“Engagement” refers to any specific instance in which the Customer requests Maersk to provide Services, as outlined in the corresponding SOW.

“Goods” means the whole or any part of the cargo, packaging, container or pallet or other item used for the consolidation of goods, in respect of which Maersk provides the Services.

"Group" means in relation to any company that company and every other company which from time to time is or becomes a subsidiary or holding company of that company or a subsidiary of any tier of such holding company (and the terms "subsidiary" and "holding company" shall have the meanings given to them by Section 1159 Companies Act 2006).

"Gross Negligence” means any act or failure to act (whether sole, joint or concurrent) by any person or entity which was intended to cause, or which was in wilful default or reckless disregard of or indifferent to, harmful consequences such person or entity knew or should have known, such act or failure may have on the safety or property of another person or entity.

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

“Invention” includes any invention, idea, discovery, development, improvement or innovation made by the Consultant in the provision of the Services, whether or not patentable or capable of registration, and whether or not recorded in any medium.

“Maersk” means the Maersk entity which is:

(a) notified to the Customer; or
(b) named in, the Agreement (if applicable)
as the provider of the Services which, unless otherwise notified in writing to the Customer shall be Maersk Logistics & Services International A/S.

“Maersk Group” means A.P. Møller-Mærsk A/S and any of its direct or indirect subsidiaries, affiliates, associates, or their respective agents.

“Party” means Maersk or the Customer, as the case may be, and "Parties" means Maersk and the Customer, collectively.

“Person” means any natural individual person or legal person, including any, corporation, partnership, limited liability company, firm, joint stock company, association, joint venture, trust, government, government owned entity, international body, agency or other entity.

"Prohibited Goods" means any item, Goods, equipment or technology which, at the relevant time, may not lawfully be handled, stored or which is subject to any prohibition or restriction (including the requirement for an export or import licence or other consent or permission) by reason of any Sanctions, Export Controls or other Applicable Laws.

"Prohibited Person" means any Person who (a) is listed on, or owned 50 percent or more or otherwise controlled by a Person listed on, or acting on behalf of a Person listed on any list of Persons with whom all or specified types of trade, business or other activities are prohibited under Sanctions & Export Controls; (b) is located in, incorporated under the laws of, or 50 percent or more owned or otherwise controlled by, or acting on behalf of, a Person located in or organized under the laws of a country or territory that is the subject of a comprehensive prohibition on trade, business or other activities pursuant to Sanctions & Export Controls; or, (c) is otherwise a Person with whom trade, business or other activities are prohibited pursuant to Sanctions & Export Controls.

"Sanctions & Export Controls" means (i) the economic, trade, and financial sanctions laws administered and enforced by the United States, the European Union, as promulgated by the United Nations Security Council and of any other legal jurisdiction relevant to the performance of this Agreement, (“Sanctions”) and (ii) the export, import, re-export, transfer, and re-transfer control laws, each as relevant, administered and enforced by the United States, the European Union, as required for legal jurisdictions who are signatories to the Wassenaar Arrangement on Export Controls for Conventional Arms and Dual-Use Goods and Technologies or any other treaty governing the import or export of items, and of any legal jurisdiction relevant to the performance of this Agreement (“Export Controls”).

“Services” means:

(a) the consultancy, advisory or administrative services;
(b) any setup, administrative and implementation services, including but not limited to project management, design and technical preparation
to be provided by Maersk as described in the SOW or as otherwise agreed in writing between the parties. For the avoidance of doubt, the Services exclude any shipping, transportation or handling of goods by Maersk, which shall be governed by a separate agreement between the Parties.

"SOW" means:

(a) a statement of work for the Services, as agreed between the Parties in writing; or
(b) if no such statement of work has been agreed between the Parties, then SOW shall mean a proposal or quotation document issued by Maersk
as amended from time to time subject to the mutual written agreement of both Parties.

"Subcontractor" means an individual or company with whom Maersk has a contract who undertakes some or all of the Services in the Agreement on behalf of Maersk, and may include any entity within the Maersk Group.

“Third Party Content” means all software, data, text, images, reports and other content and material, in any format, that are obtained or derived from third party sources outside of Maersk and made available to the Customer through, within, or in conjunction with the Services.1.5 In these Terms:

(a) Headings of clauses or groups of clauses in these Terms are for convenience only and do not affect the interpretation of these Terms.
(b) Should any clause, or part of a clause, be found to be void or unenforceable, the remainder of these Terms and the clause shall remain unaffected.
(c) The singular includes the plural and vice versa (unless the context otherwise requires).
(d) Any words following the word "including" shall be interpreted without limitation to the generality of the preceding words.

2. Performance of Services

2.1 Maersk shall provide the Services with reasonable care and skill, in accordance with these Terms.

2.2 In the course of performing the Services, Maersk will not be deemed to possess information from other services that any other company within the Maersk Group may have provided to the Customer.

2.3 The Customer acknowledges and agrees that Maersk is not restricted from offering similar services to competitors or other parties whose interests may conflict with the Customer’s (Other Customers), provided that:

(a) Maersk does not disclose the Customer’s Confidential Information to the Other Customers; and
(b) Maersk shall use reasonable endeavours to ensure that no conflict of interest arises.

2.4 Maersk will endeavour to provide the Service in accordance with any schedule agreed between the Parties. Unless Maersk and the Customer have expressly agreed on a final time of delivery in writing, all dates stated by Maersk, for example in the SOW, shall be estimates only.

2.5 Customer acknowledges and agrees that its use of Third Party Content is at its sole risk and that:

(a) Maersk shall not be liable in any way for any content not provided by Maersk, including, but not limited to, any errors or omissions in any Third Party Content or for any loss or damage of any kind incurred as a result of the use of any Third Party Content made available via the Services.
(b) Maersk makes no representations or warranties regarding any Third Party Content, including without limitation, the accuracy, completeness, reliability, or appropriateness of the Third Party Content.

2.6 Except as specifically set forth in these Terms, Maersk makes no express or implied warranties regarding the accuracy, completeness, or usefulness of the Deliverables or the performance of the Services. Customer acknowledges and agrees that Maersk provides advisory services only and the Customer is solely responsible for any decisions or actions taken based on Maersk’s advice.

3. Deliverables

3.1 To the extent that the Parties have agreed that Deliverables shall form part of the Services in the SOW:

(a) All Deliverables are intended for Customer’s use in accordance with the applicable SOW under which they are provided;
(b) The Customer acknowledges and agrees that it shall not:
- (i) place any reliance on any draft Deliverable or advice which has not been issued by Maersk in its final form;
- (ii) disclose a Deliverable, make the benefit of the Services available to any third party or refer to the contents of a Deliverable, except
  - (A) with Maersk’s prior written consent on terms to be agreed; or
  - (B) where required by Applicable Law or regulation.
(c) Maersk shall not be obliged to update recommendations, conclusions, reports, presentations or other products, either orally or in writing, once these the Deliverables have been handed over in their final form to the Customer.

4. Term and Termination

4.1 Where:

(a) the Parties have entered into an Agreement, the Agreement shall commence on the Commencement Date set out in the Agreement, or if no such date is noted, then the Agreement commences on the execution date of the Agreement by both Parties; and
(b) Maersk is performing the Services pursuant to an Engagement, such Engagement shall be deemed to have started on the Commencement Date; and
shall continue unless and until:
- (i) either Party exercises a termination right under these Terms;
- (ii) the expiry of the Agreement and/or Engagement, if an expiry date has been agreed between the Parties in writing;
- (iii) the circumstances in Clause 7.2 of these Terms arise, at which time Customer and Maersk shall enter into discussions to resolve the payment dispute. If a resolution is not reached within thirty (30) days from the Customer’s written justification, Maersk shall retain all rights under these Terms, including but not limited to the immediate termination of the Agreement and/or the Engagement at its unfettered discretion.

4.3 Either Party may terminate the Agreement and/or the Engagement with immediate effect if:

(a) the other Party has committed a material breach of these Terms which is not capable of remedy; or
(b) the other Party commits a material breach of the Terms which is capable of remedy and that Party shall fail to remedy it within thirty (30) days of being given written notice to do so; or
(c) if the other Party is declared bankrupt, commences company reorganisation, commences composition with its creditors, enters into liquidation or can otherwise be deemed insolvent; or
(d) if Maersk reasonably determines that it can no longer provide the Services in accordance with Applicable Law or professional obligations
by giving written notice of termination without unreasonable delay after the terminating Party becomes aware of the circumstances which is invoked as grounds for termination.

4.4 If this Engagement is terminated in accordance with this clause 4:

(a) Maersk shall be entitled to recover from the Customer the following, but not limited to:
- (i) Fees for any Services performed up to the date of termination;
- (ii) Any expenses, fees, penalties and costs incurred by Maersk, including but not limited to any committed, accrued, abortive or third-party costs. Maersk shall, if requested, provide reasonable assistance to Customer to support the winding down of the Services. Maersk shall have the right to invoice Customer for any services, fees and costs accrued in relation to such assistance.

4.5 Termination shall be without prejudice to any accrued rights, liabilities or obligations of the Parties and any pre-existing requests for Services, fully or partially performed or existing at the date of such termination and such requests shall nevertheless continue in full force and effect and termination shall otherwise not affect the Parties’ rights and obligations in relation to payment of delivery for the remainder of the Engagement.

5. Statement of Work

5.1 The Parties shall, from time to time, enter individual SOWs, which shall prescribe the Services for that particular Engagement, including objectives, Deliverables, timelines, costs, and responsibilities of both Maersk and the Customer.

5.2 Each Party warrants, represents and undertakes that it has full capacity and authority to enter into the SOWs on its own behalf.

5.3 Any increase or reduction in the SOW and/or the scope of the Service shall be agreed to in writing by the parties. Any such work as Maersk may perform in relation to the change in the scope of the engagement shall be governed by these Terms, however, subject to any adjustment of Maersk’s Charges.

6. Charges

6.1. The Customer shall pay Maersk the fees, charges and rates (collectively, the Charges) for the Services as agreed between the Parties in writing or as set out in the Agreement and/or the relevant SOW.

6.2 Maersk is entitled to reimbursement for agreed expenses and for costs for travel and accommodation according to Maersk’s travel expense policy, a copy of which is available upon request.

6.3 Unless specified otherwise all Charges are exclusive of all taxes, duties and/or levies payable in respect of or in connection with the Services, including VAT or sales tax where appropriate.

6.4 Maersk may at any time during the Engagement, increase the Charges to reflect any increase in the cost of providing the Service, including but not limited to:

(a) any change in the Subcontractors' rates;
(b) material change in the scope or type of services provided;
(c) any change in the manner or rate of taxation, any Applicable Laws or other regulatory requirements and/or the interpretation thereof which result in changes in the cost of providing the Services.

7. Payment

7.1 Customer shall pay all invoices in full without any set-off, counterclaim, restriction, condition, deduction or withholding whatsoever in accordance with any payment schedule agreed between the Parties, and/or as set out in the SOW. If the Parties’ have not agreed on a specific payment schedule, the following shall apply:

(a) Where a fixed price has been agreed, Maersk shall invoice 50 % of the fee after signing of a SOW and the remaining 50 % when the Engagement or milestone is completed according to the SOW.
(b) Where work is performed on an open account basis, Maersk shall issue invoices monthly in arrears.
All payments shall be made in the currency agreed in the applicable SOW. Any additional or special payment term applicable to a Service shall be mutually agreed between the Parties in writing at the time of such performance.

7.2 If the Customer, in good faith, disagrees on reasonable grounds with the amount of, or any amounts within, any invoice submitted by Maersk, then the Customer shall:

(a) pay the undisputed amount of the invoice, in accordance with the provisions of this Clause 7.1; and
(b) provide a written justification for disputing the remaining invoiced amount within the number of days agreed between Maersk and Customer or as set out on the relevant invoice. The Customer and Maersk shall endeavour to resolve the dispute both acting in good faith. Following resolution of the dispute any amount agreed or found to be payable by the Customer shall be paid in accordance with this Clause 7.1.

7.3 On all undisputed amounts overdue to Maersk, Maersk shall, at its sole discretion be entitled to:

(a) temporarily or permanently stop to perform or suspend the Services until such outstanding debt has been settled in full;
(b) exercise its lien rights, as further described in clause 7.4 below;
(c) Charge the Customer interest on any outstanding sum at the rate advised by Maersk, or rate within the limits prescribed by law of the applicable country or if no such rate is advised, at the annual rate of 3 (three) per cent above the minimum lending rate set by the national or central bank, as applicable, of the country or territory of the relevant currency for any period after each amount had become overdue, plus reasonable attorney fees and expenses incurred in collecting any sums due;
(d) regard the Customer’s repeated non-payment as a material breach of the Agreement, and may at its sole discretion, terminate the Agreement immediately by giving the Customer written notice hereof. Maersk shall be free from any liability, obligation, cost, claim and expense to the Customer, its agents and other nominated third parties.

7.4 Where a Maersk Group company or a subcontractor of a Maersk Group company carries out other services, including the transport of goods to which the Services relate, such Maersk Group company shall have a lien on such goods, documents relating to such goods and/or any funds held for all sums payable to Maersk under these Terms. Maersk shall also have a general lien against the Customer on any goods, documents and/or funds held for all sums due by the Customer to Maersk under any other contract whether or not related to these Terms. The Customer expressly agrees and acknowledges that:

(a) Maersk may, subject to Applicable Law, exercise its lien at any time and any place in its sole discretion;
(b) Maersk shall be entitled to continue to charge the Customer for any Charges accruing during the exercise of its lien; and
(c) In any event any lien shall extend to cover the cost of recovering any sums due, and for that purpose Maersk shall have the right to sell the Customer’s Goods by public auction or private treaty, without notice to the Customer.

7.5 If the Parties have agreed that Maersk will invoice the Customer’s supplier or the Customer’s customer and such supplier or customer of the Customer for whatever reason does not or cannot make timely payment to Maersk for any Service rendered by Maersk to such supplier or customer of the Customer, the Customer agree to hold harmless and indemnify Maersk for all costs and expenses associated herewith. It is agreed that Maersk will notify the Customer of any defaulting payment when such defaulting payment has passed the agreed credit days or as otherwise agreed between the Parties.

8. Customer Data

8.1 The Customer shall, in a timely, complete and lawful manner, provide Maersk (or cause others to provide) with all Customer Data, resources and assistance (including access to records, systems and premises) required by Maersk to perform the Services, in accordance with any SOW agreed between the parties.

8.2 The Customer acknowledges that Maersk will rely upon the Customer Data to perform the Services, and shall not have any obligation to verify their accuracy or authenticity.

8.3 If, following the provision of the Customer Data under Clause 8.1:

(a) the Customer becomes aware that the Customer Data is; or
(b) there is a risk that the Customer Data will be,
inaccurate, incomplete or unlawful, the Customer will as soon as possible without undue delay, provide Maersk with revised Customer Data.

8.4 Customer grants Maersk and it’s sub-processors a non-exclusive, worldwide right to use Customer Data, documentation, tools, and other items as reasonably necessary and agreed in advance to provide the Services during the term of the Agreement and hereby grants Maersk and its sub processors a non-exclusive, worldwide right to create aggregated forms of the Customer Data that do not identify Customer or any individual users, as such term is defined in a work order for Maersk and its sub-processors business purposes. Statistics may include, for example, transaction volume, and revenue volume but will not include or contain information that would allow a person to infer information about Customer or Customer’s business or personally identifiable or sensitive information as defined by any applicable laws.

8.5 Maersk will not be liable for any loss, damage or delay in the performance of or failure to perform any of the Services to the extent such loss, damage, delay or failure is due to the Customer or third party’s failure to provide Maersk with Customer Data, revised Customer Data or access to Customer Data or revised Customer Data in accordance with this Clause 8.5 or the Customer Data or revised Customer Data being inaccurate, incomplete or unlawful. Such Customer Data are extended to include data Maersk obtain and purchase from third parties as part of providing the Services to the Customer. The Customer shall hold harmless and indemnify Maersk for any loss or expense it may suffer as a result of inaccurate, inaccessible, incomplete or untimely provision of information.

9. IT Systems and Integration

9.1 The Customer shall not have access to Maersk’s IT systems for the performance of penetration tests, vulnerability tests, stress testing or any other purpose testing which may expose sensitive data or jeopardise the integrity of Maersk’s IT systems. Maersk shall be entitled to refuse all IT audits at its sole discretion. Notwithstanding the foregoing, Maersk undertakes to, upon request, share details of its testing policy and/or results of internal tests with the Customer.

9.2 Maersk and the Maersk Group may allow the Customer access to its websites, supply chain or other visibility systems, if any, and while it will make reasonable efforts to maintain information accurate and up to date, the Maersk Group will not be liable to the Customer or to the Customer’s own customers, suppliers or other third parties for any damages resulting from any downtime to, withdrawal or replacement of such system, or any data or information that is, or allegedly is, inaccurate or out of date, or infringes any third party right. The Customer’s access to such systems shall be subject to the Maersk Group’s standard terms for use, as published on the relevant system or available from Maersk upon request, as applicable from time to time.

9.3 As part of the Services, Maersk may integrate with the Customer’s own software and enterprise resource planning systems. The Customer hereby acknowledges and warrants that:

(a) The Customer will comply with the Maersk Digital Services User Terms, API License Terms, EDI Terms, Data Privacy and any other applicable terms available on request and at www.terms.maersk.com, and
(b) Maersk will not be held liable for the inaccurate presentation of data or a breach of Maersk’s obligations arising from inaccurate data originating from; (i) the Customer’s in-house systems being fed into the Maersk systems; and/or (ii) any system or source belonging to a third party which the Customer has requested Maersk to receive as part of Services, and
(c) Any liability will include information and data Maersk have obtained or purchased from a third party as part of providing the Services to the Customer or any third party under the Agreement.

9.4 In the event that Maersk will become a data processor as per current data privacy regulation, the Parties agree to sign into a separate Data Processing Agreement.

10. Tax

10.1 The Charges are exclusive of all taxes, duties and/or levies payable in respect of or in connection with the Services, such as Withholding Tax (“WHT”), Value Added Tax (”VAT”), Goods and Services Tax (”GST”) or any other similar tax where appropriate. If Maersk is not entitled to recover VAT, GST or any other similar tax (“non-recoverable VAT”) in relation to sourcing in the course of delivering the Services, Maersk is entitled to charge this non-recoverable VAT to the Customer. Non-recoverable VAT includes, but is not limited to, VAT incurred on third party supplier invoices and Maersk Affiliate invoices, the latter if centralized invoicing to the Customer is required.

10.2 If Maersk is required to invoice or collect any tax or levy associated with Customer’s purchase of, payment for, access to or use of the Maersk’s services, Maersk will issue an invoice to the Customer including the amount of that tax or levy, itemized where required by law, unless Customer provides Maersk with a valid certificate authorized by the appropriate taxing authority establishing the exemption of the Customer from the incidence of that particular tax or levy. The parties shall reasonably cooperate to understand if any available exemption from the incidence of a tax or levy applies.

10.3 Withholding Tax (WHT). All sums payable to Maersk shall be paid free and clear of all deductions or withholdings unless the deduction or withholding is required by law, in which event the Customer shall pay such additional amount as shall be required to ensure that the net amount received by Maersk hereunder will equal the full amount which would have been received had no such deduction or withholding been required to be made. If any tax authority brings into charge to tax any sum paid by the Customer hereunder, then the Customer shall pay such additional amount as shall be required to ensure that the total amount paid, less the tax chargeable on such amount, is equal to the amount that would otherwise be payable hereunder.

11. Indemnity

11.1 The Customer shall promptly indemnify Maersk, its Subcontractors, any member of the Maersk Group and/or their respective employees, servants, agents, insurers or reinsurers against all costs (including the costs of investigating and defending any claims), expenses, claims, losses, liabilities, orders, awards, fines, proceedings and judgments of whatsoever nature howsoever assumed, incurred or suffered as a result of or in connection with any of the following:

(a) any breach by the Customer of these Terms;
(b) Maersk becoming liable to any third party and/or incurring additional costs by reason of Maersk carrying out the Customer's instructions;
(c) any act or omission by the Customer;
(d) Maersk incurring liability in excess of its liability under the provisions of this Agreement regardless of whether such liability arises from, or in connection with a breach of contract, negligence or breach of duty by Maersk, its agents, servants or Subcontractors.

12. Liability

12.1 Maersk shall not be liable for any claims, liabilities, losses, damages, costs, delays, attorney fees and/or expenses whatsoever which arise out of or in connection with the request for or the provision of the Services or any Agreement, unless such liability arises as a result of Gross Negligence or the wilful misconduct of Maersk.

12.2 Without prejudice to the generality of Clause 12.1, if:

(a) Maersk’s provision of the Services is affected, prevented or delayed by:
- (i) any act or omission by Customer or failure by Customer to perform any relevant obligation ("Customer Default"); or
- (ii) any event beyond its reasonable control, including, without limitation, lockouts, strikes or circumstances arising from the threat thereof; acts of God, terrorism, war, hostilities, riots, civil disorder, insurrection, Sanctions, governmental actions (whether informal or formal government acts), pandemic, epidemic or other similar disruptions or interference with trade, marine disaster, fire and or other casualty (“Force Majeure Event”); or
- (iii) any act or omission of a third party (“Third Party Acts”), then
  - (A) Maersk shall not be liable for any costs or losses whatsoever to the extent that such costs or losses are attributable to any Customer Default or any Third Party Acts; and
  - (B) Customer shall reimburse Maersk on first written demand for any costs or losses sustained or incurred by Maersk arising directly or indirectly from Customer Default or any Third Party Acts.

12.3 Notwithstanding any other provision in these Terms, Maersk’s liability to Customer shall be limited as follows:

(a) Maersk shall not be liable to Customer for any loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of reputation, loss of market share, loss of use or corruption of software, data or information, loss of damage to goodwill, or any special, statutory, multiple, exemplary, liquidated, punitive, indirect or consequential loss or other extraordinary damage suffered, regardless of:
- (i) whether any such loss or damage was or could have been foreseeable and/or
- (ii) whether or not Maersk was advised of, or had prior knowledge of the possibility of such loss;
(b) Maersk shall not be liable to the Customer for any adverse impact (including but not limited to inventory-related issues, delay, additional cost or lost revenue) resulting from the Services;
(c) Maersk shall not be responsible for action taken or fines or penalties assessed by any governmental agency because of the failure by Customer to comply with Applicable Law or the requirements or regulations of any governmental agency or with a notification issued to Customer by any such agency;
(d) Maersk’s maximum liability to Customer for any and all matters arising out of or in connection with the Services (including but not limited to fines, claims, judgments, settlements, interest, awards, costs or expenses of whatever kind) howsoever arising shall not exceed the lower of:
- (i) the amount of Maersk’s Charges in respect of the Services as agreed in relation to which the claim arose; or
- (ii) 10,000 USD in total aggregate per event or series of events arising from a common cause in the aggregate of any twelve (12) months period commencing from the time of the making of the original error and/or omission.
(e) Unless otherwise agreed in writing, Maersk does not undertake that any Service shall be completed on a specific date or by a particular time. If Maersk nevertheless is found liable for delay, its liability shall under no circumstances exceed the amount of the Charges in respect of the relevant Service affected by such delay.

12.4 Maersk shall be discharged from all liability unless:

(a) a notice of any claim is received in writing by Maersk within fourteen (14) days following the date of the event giving rise to the claim, save where Customer can show that it was impossible to comply with this time limit and that the claim has been made as soon as it was reasonably possible for Customer to do so; and
(b) legal proceedings are commenced in accordance with Clause 16 of these Terms within six (6) months after the date specified in Clause 14.5(a).

13. Sanctions & Export Controls and Anti-Corruption Law

13.1 Each Party represents and undertakes that in the performance of the Services, it and all of its affiliates, directors, officers or sub-contractors will comply in all material respects with Sanctions & Export Controls and Anti-Corruption Laws.

13.2 For clarity:

(a) Neither Party will give, promise or attempt to give or approve the giving of anything of value to any person, for illegal purposes or for improperly obtaining or retaining business.
(b) Neither Party, nor any of its affiliates, directors, officers or sub-contractors, is a Prohibited Person pursuant to Sanctions & Export Controls. Neither Party, nor any of its affiliates, directors, officers or sub-contractors, shall deal, or cause the other Party to deal, with any Prohibited Person or to violate Sanctions & Export Controls.
(c) Customer warrants that it has obtained all necessary export, re-export and/or import licenses or permits subject to Sanctions & Export Controls for any items for which such are required that relate to the Services and that all items being shipped are not otherwise subject to any Sanctions & Export Controls prohibitions.
(d) Customer warrants that all items being shipped pursuant to the Services are not being shipped from, to, for the end use by or for the direct or indirect benefit of any Prohibited Person or any other party where doing so would be in violation of Sanctions & Export Controls.
(e) Customer will provide all Sanctions & Export Control licenses for all items being shipped pursuant to the Services, if any are required, to Maersk prior to Maersk providing any Services.
(f) Each Party has established processes and maintains policies and procedures to prevent violation of Clause 13.

13.3 Notwithstanding any other provisions in these Terms, if a Party materially breaches any of its obligations or representations in this clause, the other Party may terminate the Services and/or the Agreement with immediate effect without incurring any liability. The indemnity provisions of Clause 11 apply to any breach of this Clause 13.

14. Confidentiality

14.1 All Confidential Information provided or obtained in connection with the performance of the Services shall not be disclosed without the prior consent of the other Party, unless such disclosure is required by applicable law.

14.2 The Parties shall use their best endeavours to ensure that such Confidential Information is not disclosed to any third parties by their Subcontractors, employees and agents.

14.3 This Clause 14 shall not apply to any information that:

(a) was known by a Party at or prior to the Commencement Date;
(b) is or becomes generally known in the trade or business pertaining to such information or otherwise becomes publicly known at or after the time of disclosure by a disclosing Party, through no wrongful act of a receiving Party;
(c) is rightfully received by a Party from a third party without breach of these Terms; or
(d) is developed by a Party independent of any Confidential Information of the other Party. All Confidential Information provided by a Party is and shall remain the property of that Party.

15. Personal Data Protection

15.1 During the normal course of the business, business contact information regarding a Party’s personnel and/or third parties engaged by it may be shared for the purposes of maintaining the contractual business relationships between the Parties. Such purposes might include contract management, payments and/or business development. The Parties shall handle such business contact information according to their privacy policies and practices. It is each Party responsibility to have a legal basis (i.e. privacy notice, consent, etc.) for sharing such business contact information with the other Party. Maersk’s Global Privacy Policy is available at https://terms.maersk.com/privacy. The Parties may transfer such information to any country where their global organization operates and hereby authorizes such transfer per se and on behalf of such personnel and/or third parties. If required by applicable laws, the Parties agree to sign any additional document required to allow the transfer of such data outside its country of origin.

15.2 If personal data of the Customer, its customers, vendors, representatives and or end-consumers etc. will be shared with Maersk in connection with the execution of the Services, and Maersk by definition of any data privacy regulation will become a data processor, a separate Data Processing Agreement (DPA) will be signed between the Parties.

16. No Partnership

Nothing in these Terms is intended to or shall operate to create a legal partnership of any kind (such as but not limited to a joint venture, shareholding agreement, limited liability company etc.) between the Customer and Maersk.

17. No Waiver

Failure to exercise, or any delay in exercising, any right or remedy provided under these Terms or by Applicable Law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy.

18. Assignment and subcontracting

18.1 Neither Party shall assign, novate or otherwise transfer the Agreement (or any part thereof), except that Maersk may assign without the prior written consent of the Customer all or any of its rights and obligations under these Terms to any member of the Maersk Group.

18.2 The Services may be subcontracted by the Maersk Group on any terms whatsoever to any entity within the Maersk Group or third-party Subcontractor without the prior written consent of the Customer provided that, in the event of Maersk subcontracting the performance of its obligations under these Terms, Maersk shall remain primarily liable for the performance of those obligations.

18.3 The Customer undertakes that no claim shall be made against any Subcontractor, agents, employees or servants of Maersk or any member of the Maersk Group which imposes or attempts to impose upon any of them any liability whatsoever in connection with the Services and/or the Goods, and if any such claim should nevertheless be made, to indemnify Maersk and any member of the Maersk Group against all consequences thereof including any costs incurred by Maersk therefrom.

18.4 Without prejudice to the foregoing, all such Subcontractors and all members of the Maersk Group, together with all their respective Subcontractors, employees, directors, officers and agents ("Relevant Third Parties") shall have the benefit of all provisions of these Terms, as if such provisions were expressly for their benefit. In entering into the Agreement, Maersk does so (to the extent of such provisions) not only on its own behalf, but also as agent for the Relevant Third Parties.

19. Third Party Rights

19.1 The Subcontractors and all companies within the Maersk Group are hereby entitled to enforce and have the benefit of all the liability provisions, warranties, indemnities, limitations and exclusions of liability contained in these Terms and which benefit Maersk and its shall have the right to enforce the provisions of these Terms in accordance with the provisions of the Contracts (Rights of Third Parties) Act 1999. The rights of either Party to agree to rescind, amend or otherwise vary or to waive the terms of these Terms or to settle any dispute or other matter arising out of or in connection with these Terms on such terms as they shall in their absolute discretion think fit shall not be subject to the consent of any Subcontractor.

19.2 Except as stated in Clause 19.1, no third party may enforce, or otherwise have the benefit of, any provision of these terms. Maersk shall not be liable to any third party in connection with the Services and/or Deliverables, unless otherwise agreed between the Parties in writing. Customer shall indemnify Maersk for any liability (including legal costs) that it incurs in connection with any claim by anyone else in relation to the Services and/or the Engagement.

20. Entire Agreement

20.1 These Terms and/or the Agreement and any documents referred to in it or annexed to it constitute the whole agreement between the Parties and supersede any previous arrangement, understanding or agreement between them relating to the Services.

20.2 Any representation, statement, warranty or other undertaking whether made orally or written elsewhere which is not fully reflected in these Terms and/or the Agreement are hereby excluded (including without limitation where such representations or statements were made negligently) provided always that this clause shall not exclude or limit any liability or any right which any Party may have in respect of pre-contractual statements made or given fraudulently. All Terms, warranties of other terms implied by statute or common law (including the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982) are hereby excluded to the fullest extent permitted by law.

20.3 These Terms applies to the Services to the exclusion of any other terms that the Service Recipient seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

21. Variation

Save where expressly provided to the contrary in the Agreement, no variation to these Terms shall be effective unless agreed by each Party in writing.

22. Counterparts

The Agreement may be executed in any number of counterparts, and by each Party on separate counterparts.

23. Notices

Any notices to be given by either Party to the other Party shall be in writing and may be sent by email or registered mail.

24. Compulsory Legislation and Severability

24.1 If any Compulsory Legislation applies to any element of the Services, these Terms shall, as regards such element of the Services, be read as subject to such Compulsory Legislation and nothing in these Terms shall be construed as a surrender by Maersk of any of its rights or immunities or as an increase of any of its responsibilities or liabilities under such Compulsory Legislation and if any part of these Terms is inconsistent with such Compulsory Legislation to any extent such part shall as regards such element of the Services be overridden to that extent and no further.

24.2 These Terms are severable. The invalidity or unenforceability of any one or more of the provisions shall not affect the validity or enforceability of any other provisions. If any provision of these Terms is prohibited or invalid under Applicable Law, that provision will be ineffective only to the extent of that prohibition or invalidity.

25. Governing Law and Jurisdiction

25.1 these Terms and any non-contractual matters arising in connection therewith shall be governed by and interpreted in accordance with English law.

25.2 All contractual or non-contractual disputes arising out of or in connection with these Terms, the Services and any Agreement shall be determined by the English High Court in London, to the exclusion of the jurisdiction of the courts of any other country. Alternatively, and at Maersk’s sole option, Maersk may commence proceedings against Customer at any other court of competent jurisdiction.

25.3 If any law or convention (including any Compulsory Legislation) is deemed to be mandatorily applicable to any element of the Services, which does not allow for an exclusive jurisdiction clause, this clause 25 shall be considered to be a non-exclusive jurisdiction clause. Alternatively, and at Maersk’s sole option, it may commence proceedings against the Customer in any other court of competent jurisdiction. If so required by the competent jurisdiction, the language of these Terms and/or the Agreement and any documents referred to in it or annexed to it may be translated into the official language of the court where such action has been brought.

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