Terms for Maersk Ground Freight Transportation Services (NORTH AMERICA)
As used herein, “MGF Terms” shall refer to these Terms for Maersk Ground Freight Transportation Services (North America) and any contract, rate sheet or quotation referencing or incorporating them; “Customer” shall refer to the party engaging Maersk for the provision of the Services; “Maersk” shall refer to the specific company of the A.P. Moller-Maersk A/S group in the U.S. or Canada providing the Services; Customer and Maersk may each be referred to within these MGF Terms as a “Party” or collectively as the “Parties.”
1. ENGAGEMENT.
Customer engages Maersk to perform, and Maersk agrees to perform, certain carriage services in North America (the “Services”). Services shall be with respect to goods tendered and accepted by Maersk for Services on Customer’s account (the “Cargo”). Customer warrants the authority to bind all parties bearing any interest in the Cargo to these MGF Terms. Customer makes no minimum volume commitments, and Maersk makes no minimum capacity commitments so that Maersk may decline any tender of Cargo without liability therefor. Notwithstanding the foregoing, Customer shall utilize good faith commercial efforts in transmitting to Maersk accurate forecasting of desired capacity on a rolling basis and Maersk shall utilize good faith commercial efforts in accommodating such forecasted volume(s).
2. SERVICES.
(a) ZE / NZE Services. Services, if applicable, may be performed with electric, zero emission, or near-zero emission vehicles or equipment (collectively, “EVs”) at Maersk’s discretion. Maersk shall have no obligation to provide any certification of sustainability, carbon emission savings, or renewable energy sourcing in conjunction with any utilization of EVs and makes no warranty or representation as to the same. Customer is expressly prohibited from claiming and/or including any utilization of EVs for any internal or external sustainability and/or carbon emissions savings reporting and/or environmental attribute benefits. Customer shall not disclose any utilization of EVs to any third party(ies) and shall not issue any press releases or engage in any other marketing or publicity concerning any EVs utilized for Services without the prior written consent of Maersk. Any certification of sustainability and/or carbon emission savings reporting provided by Maersk in association with the utilization of EVs is strictly subject to the methodology, use limitations and other terms and conditions governing and accompanying such certification and/or sustainability reporting.
(b) Operating Authority; Subcontracting & Brokering. Maersk is a duly licensed motor carrier and property broker and Maersk hereby warrants that it maintains all necessary authorities and licenses to provide the Services herein. Additionally, when and to the extent offering air transportation services as principal, Maersk does so in the capacity as an indirect air carrier and maintains all necessary authorities and licenses to provide such indirect air carrier services. Maersk may, at its own expense subcontract Services or otherwise engage affiliated or unaffiliated third-party motor carriers or brokers to perform the Services (each such carrier, broker and other third party, a “Subcontractor”). In the event that Maersk uses Subcontractors, Maersk shall: (i) remain liable for any breach of these MGF Terms, including any loss or damage to the Cargo or to other property of Customer, to the same extent that Maersk would be liable if Maersk performed the Services directly; and (ii) cause such Subcontractors to comply with the applicable terms of these MGF Terms. Maersk shall be solely responsible for payment of all freight charges to, and any other costs or expenses of any Subcontractors associated with, their participation in the Services.
(c) Transportation of Cargo. Maersk shall be responsible that:
- (i) the Services are arranged and/or performed in full compliance with applicable federal, provincial, state and local laws and regulations relating to the Services which are the subject of these MGF Terms;
- (ii) the Services are performed in a good and workmanlike manner and in accordance with accepted industry standards, practices and procedures;
- (iii) sufficient personnel and equipment are available to perform the Services;
- (iv) the vehicles and equipment are operated using fully qualified and licensed personnel;
- (v) the Services satisfy the standards and requirements of the terms of these MGF Terms; and
- (vi) Customer is promptly notified in the event of any accidents, spills, theft, hijacking or other events which impair the safe and prompt delivery of the Cargo.
(d) Compliance of Cargo. Customer warrants that all marks, labels, information and particulars provided by Customer regarding the Cargo and for the performance of Services are accurate and that the Cargo and their packaging are compliant with all relevant laws and regulations and are legally eligible for any Services being performed under these MGF Terms. Customer warrants that Cargo shall be packed to withstand the ordinary rigors of the contemplated transportation including temperature variations and that Cargo shall not include hazardous materials or materials classified as dangerous goods under any applicable regulation unless agreed to by Maersk in writing in advance. Customer agrees that any hazardous or dangerous materials accepted for Services by Maersk must be properly marked and labeled by Customer in accordance with applicable law. Without any obligation to do so, Maersk shall have the liberty to inspect the packaging and contents of the Cargo and to inquire and verify the accuracy or sufficiency of information provided and to seek assurances. Any discrepancies may result in delay or cancellation of services and/or additional charges and Maersk shall have no liability for any losses, damages or claims arising from or relating to Customer’s non-compliance with this section. Maersk may, without any obligation to do so, disclose and report any and all regulatory non-compliance to authorities. Maersk reserves the right to refuse any Cargo for Services at any time without liability therefor.
(e) Bills of Lading; Shipping Documents. Each shipment under these MGF Terms shall be evidenced by a bill of lading (which may be an electronic bill of lading transmitted vis EDI, API or other electronic means), which shall be evidence of Maersk’s receipt of the Cargo in apparent good order and condition, except for any shortage or damage that is not readily observable, or as may be noted on the front of such bill of lading or receipt. Maersk shall obtain an acknowledgement of delivery for all shipments hereunder by notation on each bill of lading or delivery receipt (signed, dated and timed by the consignee). Upon Customer’ request, Maersk shall promptly provide copies of all or specific (as determined by Customer) bills of lading or delivery receipts. The Parties agree that any bill of lading or other form of written receipt shall be used solely as a receipt for shipment and to identify the kind and quantity of property shipped, places of pickup and delivery, shipper, consignee and other information as may be required by Customer. References to classifications, tariffs, service guides or other publications and/or contractual terms and conditions on the face or reverse side of the applicable document shall be null and void, and the terms of these MGF Terms shall govern the rights and obligations of the Parties hereto.
(f) Detention and Demurrage. Customer shall be responsible for any equipment detention and/or demurrage charges and shall pay Maersk for any equipment detention and/or demurrage charges assessed against Maersk, or against any carrier appointed by Maersk, by third-parties providing equipment, less any such charges arising directly from the unexcused failure of Maersk or any third-party carrier appointed by Maersk to pick up or return such equipment within a timeframe expressly committed by Maersk. Customer acknowledges such risk, including but not limited to detention and/or demurrage charges attributable to marine terminal congestion, volume imbalance, equipment and/or labor disruption or shortages at any port serviced, terminal and/or off-dock accessibility for pickup of containers and/or return of empty equipment being restricted for unavailability of appointments or otherwise.
3. INDEMNIFICATION AND LIABILITY.
(a) Indemnification by Maersk. Maersk shall indemnify, defend and hold Customer and its affiliates (including their respective officers, directors, and employees) harmless from and against any and all loss, liability, damage, fine, penalty, cost, demand, expense, action, claim, or cause of action (including costs of defense, settlement and reasonable attorneys’ fees) arising from or relating to damage or destruction of property or injury (including death) to any person, incurred or suffered by Customer due to any claim, assertion, allegation, action, or proceeding by any third party or governmental agency relating to the following: (i) Maersk’s breach of these MGF Terms; (ii) Maersk’s negligent performance of the Services; and/or (iii) the failure of Maersk to comply with any law, ordinance, rule, order or regulation with respect to the performance of Services as mandated by any federal, provincial, state or local governmental body or agency which may directly or indirectly regulate the Services. The foregoing indemnification obligation shall not apply to liability for loss of or damage to Cargo, for which the liability of Maersk shall be determined in accordance with section 3(c). Maersk shall additionally indemnify, defend and hold Customer (including its officers, directors, employees, contractors and agents) harmless from and against any and all loss, liability, damage, fine, penalty, cost, demand, expense, action, claim, or cause of action (including costs of defense, settlement and reasonable attorneys’ fees) arising from or relating to any and all claims by any Subcontractors to the extent such claims: (i) seek payment for their rates and charges associated with their participation in the performance of Services; or (ii) allege employment status with Customer.
(b) Indemnification by Customer. Customer shall indemnify, defend and hold Maersk and its affiliates (including their respective officers, directors, employees, contractors, agents) harmless from and against any and all loss, liability, damage, fine, penalty, cost, demand, expense, action, claim, or cause of action (including costs of defense, settlement and reasonable attorneys’ fees) arising from: (a) any breach of these MGF Terms by Customer; (b) any negligent or intentional act or omission of Customer, its officers, directors, shareholders, agents, employees, subcontractors; (c) the failure of Customer, or its officers, directors, shareholders, agents, employees, subcontractors to comply with any law, ordinance, rule, order or regulation mandated by any federal, provincial, state or local governmental body or agency which may directly or indirectly regulate or affect the obligations of such Party under these MGF Terms; and (d) any liability of Maersk incurred to any third party in excess of the liability assumed under these MGF Terms including without limitation this section 3 of the these MGF Terms. Customer shall additionally indemnify, defend and hold Maersk harmless from and against any and all loss, damage, cost or claims arising from loss of or damage to equipment provided by or on behalf of Maersk which loss or damage occurs: (i) while such equipment is in the possession or control of Customer, its agents or vendors; or (ii) as a result of a defect or vice of the Cargo.
(c) Liability for Cargo. Claims for delay and for loss and/or damage to Cargo shall be managed and resolved by Maersk regardless of any subcontracting or brokering by Maersk. Liability of Maersk for loss or damage to Cargo shall be that of a common carrier limited to actual landed product cost for such portion of the Cargo lost or damaged, less salvage value, up to a maximum of one hundred thousand U.S. dollars (USD 100,000) per each trailerload, containerload, or occurrence, whichever is less subject to the following sub-limits: (i) for intra U.S. domestic less-than-trailerload (LTL) shipments, the maximum liability determined in accordance with the Commodity Class Table included in the applicable rate sheet or, if no Commodity Class Table is included, then fifty U.S. cents (USD 0.50) per pound based on chargeable weight; (ii) for intra Canada domestic shipments and for U.S. / Canada cross-border shipments, two Canadian dollars (CAD 2.00) per pound based on chargeable weight; and (iii) for loss or damage occurring in Mexico, 15 (fifteen) times the Mexican measurement and actualization unit (UMA for its Spanish acronym) per ton, or the proportional part in the case of shipments of less weight, as provided by in section V of article 66 of the Mexican Law of Roads, Bridges and Federal Autotransportation (Ley de Caminos, Puentes y Autotransporte Federal), whether or not applicable by force of law, up to a maximum of five thousand U.S. dollars (USD 5,000) per occurrence with the stipulation that loss or damage shall be presumed to have occurred within Mexico subject to rebuttal evidence to the contrary. Customer may declare greater value for increased Maersk liability; such additional protection shall be subject to written confirmation by Maersk and additional charges being paid. Maersk shall not be liable for any concealed shortages, or shortages in a factory sealed carton or inner pack. For shipments not unpacked by or in the presence of Maersk delivering personnel and subject to rebuttal evidence to the contrary, Maersk shall be presumed not liable for concealed loss or damage unless written exception is submitted to Maersk within three (3) days from the date of Cargo delivery. Maersk shall not be liable for damage caused to Cargo as a result of insufficient packing not performed by Maersk. Maersk shall not be liable for any shortage that occurs with respect to Cargo that is loaded and sealed by Customer or its shipper or agent and the seal remains intact upon delivery. Subject to rebuttal evidence to the contrary, Maersk shall be presumed not liable for any Cargo loss or damage of any type for shipments delivered without a consignee signature in accordance with instructions provided to Maersk.
(d) Liability for Shipper / Consignee Facilities. It is the responsibility of the shipper and consignee to file claims for any property damage to or at any shipper or consignee facility including a personal dwelling (collectively, “Facility Claims”). Maersk will not be responsible for any loss or damage to Cargo and/or for any Facility Claims due to loading, unloading and/or delivery limitations encountered, if the shipper or consignee overrules Maersk’s judgment.
(e) Service Liabilities. Excepting Maersk’s express indemnification obligations pursuant to section 3(a) and liabilities for loss or damage to Cargo and Facility Claims, any liability of Maersk for any other financial loss however arising (“Service Liabilities”), including any liability for delay and/or chargebacks, shall be limited to fifty percent (50%) of the amount of Maersk’s charges for the specific transaction or shipment giving rise to the liability and in all events a maximum of five-thousand dollars (USD 5,000) per calendar year.
(f) Time-For-Claim and Suit. Any liability of Maersk for loss and/or damage to Cargo and/or for Facility Claims and/or for Service Liabilities shall be subject to the conditions precedent of: (i) in the case of loss and/or damage to Cargo and Service Liabilities, Maersk receiving written notice of claim within sixty (60) days from the date of delivery of the Cargo, or in the event of non-delivery, within nine (9) months from the date the Cargo should have reasonably been delivered; (ii) in the case of Facility Claims, Maersk receiving written notice of claim within ten (10) days from the date the Cargo was delivered; and (iii) legal action being commenced against Maersk within two (2) years and one (1) day from the date that Maersk declines the claim in part or in full. To the extent applicable, and for good and sufficient consideration hereby acknowledged received, Customer expressly waives pursuant to 49 U.S.C. § 14101 the minimum periods for the filing of claims and civil actions, as defined under 49 U.S.C. § 14706(e)(1), and any successor statute(s). Customer shall be responsible that all parties bearing interest in the Cargo and/or Facility Claims comply with the foregoing time-for-claim and time-for-suit and shall defend, indemnify and hold Maersk harmless from any third-party claims not compliant with this section 3(f).
(g) Force Majeure. Neither Party shall be liable for any loss or damage attributable to, nor for any failure to perform any of its obligations attributable to, fire, flood, or other natural disaster, war, embargo, riot, civil disobedience, third party labor disputes, port congestion, port lockouts or the intervention of any government authority, or any other cause outside of the reasonable control of such Party, provided that such Party use commercially reasonable efforts to perform under these MGF Terms and provided further, that such Party provide reasonable notice of such inability to perform. Nothing in this section 3(g) shall be interpreted to relieve Customer from any payment obligation for Services rendered.
(h) International Airfreight. With respect to any international air transportation, sections 3(c) and 3(f) shall not apply and any liability of Carrier for delay and for loss and/or damage to Cargo shall be governed by the Convention for the Unification of Certain Rules for International Carriage by Air (Montreal Convention), inclusive of the liability limitations as well as the times for claim and suit therein.
(i) Submission of Claims. For shipments arranged by a Maersk Canada company, claims shall be submitted by e-mail to [ claims.logistics@lns.maersk.com ]. For shipments arranged by a Maersk U.S. company, claims shall be submitted online at [ https://delivers.maersk.com ]; click on the 'Let's Talk' option at the top of the webpage and choose the 'Loss/Damage Claim' option from the drop-down menu. A Maersk waybill number or shipping tracking number is required to submit a claim. Once a claim is submitted, an email will be issued to the email address provided acknowledging the receipt of the claim.
(j) Consequential Damages. Maersk shall not be liable for any incidental, consequential, special or indirect damages, including loss of future revenue or income, re-procurement, lost profits, loss of business reputation or opportunity relating to or arising from the Services or breach or alleged breach of these MGF Terms, or diminution of value or any damages based on any type of multiple, whether based on statute, contract, tort or otherwise, and whether or not arising from such Party’s sole, joint, or concurrent negligence, strict liability, criminal liability or other fault.
(k) Aggregate Liability. The liabilities of Maersk as limited under these MGF Terms, shall comprise the collective and aggregate liability of Maersk, its affiliates, subcontractors and any third party participating in the performance of Services and all liability limitations, immunities and conditions under these MGF Terms shall inure to the benefit of such third parties.
4. RATES; BILLING; LIEN.
(a) Rates and Billing. Customer agrees to pay Maersk the rates and charges set forth in the applicable rate sheet. In the event of no applicable rates or charges under these MGF Terms, these MGF Terms shall continue to apply and the Customer shall pay Maersk the rates and charges set forth in any spot quote and/or invoice generated by Maersk. Customer’s payment to Maersk shall be made exclusively by direct ACH payment to the account instructed by Maersk in writing within the credit terms extended to Customer by Maersk, not to exceed thirty (30) days after receipt of invoice from Maersk. Customer shall not offset any claim or other liabilities of Maersk from payments and hereby waives any right to do so otherwise inuring to Customer’s benefit. Maersk reserves the right to issue invoices via affiliates and Customer’s payment to such affiliates nominated by Maersk shall constitute payment to Maersk. Customer’s failure to pay Maersk within credit terms shall result in late fees in the amount of eighteen percent (18%) per annum (1.5% per month) being charged to the outstanding balance, or the highest amount permitted under applicable law. Maersk may revise its rates and charges at any time upon prior written notice in the event that: (i) the volumes or scope of Services change; or (ii) there is an increase in Maersk’s costs in providing the Services due to factors outside of Maersk’s reasonable control.
(b) Suspension of Services. In the event that Customer is overdue in paying accounts receivable and fails to cure such failure within five (5) days of receipt of written notice of such overdue account, Maersk shall have the right to suspend all Services until such overdue amounts are paid in full.
(c) Lien. Maersk shall have a general lien against Cargo in its actual or constructive possession for all amounts due to Maersk by Customer including but not limited to charges for handling, storage, transportation, accessorial charges and expenses necessary for preservation of the Cargo or reasonably incurred in their sale. The lien shall apply to all charges in relation to the Cargo in the actual or constructive possession of Maersk and similar charges and expenses in relation to other Cargo whenever deposited or delivered. Maersk shall be required to give Customer thirty (30) days written notice prior to any lien sale or other disposition of Cargo under this section.
5. INSURANCE.
Maersk shall procure and maintain and/or require that any third parties engaged by Maersk procure and maintain, at their respective sole cost and expense, insurance coverages with policy limits no less than the following:
(a) Automobile liability insurance (including owned, non-owned and hired vehicles) with minimum limits of not less than One Million Dollars (USD 1,000,000) per occurrence combined single limit for personal injury, including death, and property damage;
(b) Motor truck cargo liability insurance with minimum limits sufficient to cover the cargo liability assumed under these MGF Terms;
(c) Commercial general liability insurance with minimum limits of liability of not less than One Million Dollars (USD 1,000,000) per occurrence combined single limit for personal injury and property damage; and
(d) Warehouseman liability insurance with minimum limits of not less than Five Million Dollars (USD 5,000,000).
All coverages required under this section must be provided by insurers with a minimum A.M. Best rating of A-. Commercial general liability and automobile liability insurance required under this section shall designate Customer as an additional insured and Customer shall be designated as a loss payee under the cargo liability and warehouseman liability insurance required under this section. Maersk shall upon request furnish to Customer an insurance certificate(s), and all applicable endorsements, addressed to Customer evidencing compliance with the requirements of this section. Maersk represents and warrants it will continuously fulfill the requirements of this section during the Term. Customer shall maintain cargo insurance on the Cargo to protect against any exposures in excess of the liabilities assumed by Maersk under these MGF Terms.
6. RELATIONSHIP OF PARTIES.
It is agreed and understood that Maersk is performing the Services as an independent contractor. Neither Party nor any personnel engaged by such Party shall be considered as employees or agents of the other Party at any time or for any purpose whatsoever. Nothing contained in these MGF Terms shall be deemed to constitute a relationship of agency, joint venture, partnership or any relationship other than that of an independent contractor.
7. MAERSK’S CONTRACTORS, EMPLOYEES & AGENTS.
Customer shall not be responsible for the hiring, discipline, discharge or payment of Maersk’s agents or employees. Maersk shall secure all reasonably necessary permits and licenses related to such employment or retainment, and shall, when applicable, provide for payment of all workers’ compensation, local, state and federal payroll and other taxes, and employee benefit contributions, including, but not limited to, taxes and contributions for unemployment insurance, social security and old age benefits, required in performance by Maersk of the Services.
8. CONFIDENTIALITY.
During the Term, each Party will be in a position to become acquainted with confidential and proprietary information relating to the other Party, including, without limitation, its business practices and methods of operation, pricing, policies, other trade secrets and other matters regarded by such other Party as proprietary and confidential (“Confidential Information”). Each Party shall use the other’s Confidential Information solely for purposes of performing its obligations under these MGF Terms and shall keep it confidential, using at least the same degree of care as the receiving Party uses to prevent the unauthorized use or disclosure of its own confidential information, but in any event a reasonable amount of care. Maersk may disclose Confidential Information to its agents, subcontractors and affiliates, provided such agents and affiliates shall be given notice by Maersk to uphold the confidentiality requirements set forth herein.
9. NOTICES.
Any notice contemplated by or required or permitted to be given under these MGF Terms shall be sufficient if in writing and if delivered personally, or sent by registered or certified mail, return receipt requested to the Parties’ respective addresses.
10. SEVERABILITY.
These MGF Terms are hereby deemed by the Parties to be severable, and the invalidity or unenforceability of any one or more of the provisions of these MGF Terms shall not affect the validity or enforceability of the other provisions hereof. If any provision of these MGF Terms shall be deemed prohibited or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, and such prohibition or invalidity shall not invalidate the remainder of such provision or the other provisions of these MGF Terms.
11. INTEGRATION; AUTHORITY; NO WAIVER.
These MGF Terms constitute the applicable and the entire agreement between or among the Parties with respect to the subject matter hereof. These MGF Terms supersede and replace any and all prior agreements, proposed agreements, negotiations and communications, oral or written, and contains the entire agreement between the Parties as to the subject matter hereof and any and all prior agreements, understandings or representations are hereby terminated and canceled in their entirety. Each Party hereby acknowledges that no other Party, nor its agents or attorneys, have made any promises, representations or warranties whatsoever, expressed or implied, not contained herein, to induce such Party to enter into these MGF Terms, and each Party acknowledges that it has not entered into these MGF Terms in reliance on any such promise, representation or warranty not contained herein. The waiver by any Party to these MGF Terms of any breach or violation of any provision of these MGF Terms by the other Party shall not operate or be constructed to be a waiver of any subsequent breach or violation thereof.
12. CONSTRUCTION.
Should there be any conflict between the terms of these MGF Terms or any other document created by either Party relating to the Services, these MGF Terms shall control. Customer and Maersk reject any term or condition of any invoice, shipping document, letter, e-mail or other document which conflicts with these MGF Terms; Customer and Maersk give advance notification of objection to any aspect of any acceptance which contains terms which materially alter these MGF Terms. Sections of these MGF Terms have been labeled with headings for the convenience of the Parties and such headings are not to be utilized for the purpose of constructing the meaning of any provision of these MGF Terms.
13. AMENDMENT.
These MGF Terms may be modified only as stated in and by a writing signed by both Customer and an authorized representative of Maersk which refers specifically to these MGF Terms and states that it is amending these MGF Terms.
14. DISPUTE RESOLUTION.
The Parties mutually acknowledge and agree that:
(a) With respect to shipments arranged by a Maersk Canada company, except to the extent that Canadian federal law applies, these MGF Terms shall be construed and enforced in accordance with the laws of the province of Ontario without giving effect to the conflict of laws provisions thereof. Any action or suit concerning these MGF Terms or related matters shall only be brought in federal or provincial court with appropriate subject matter jurisdiction in the province of Ontario.
(b) With respect to shipments arranged by a Maersk U.S. company, except to the extent that federal law applies, these MGF Terms shall be construed and enforced in accordance with the laws of the state of New York without giving effect to the conflict of laws provisions thereof. Any action or suit concerning these MGF Terms or related matters shall only be brought in federal or state court with appropriate subject matter jurisdiction in New York, New York.
The Parties mutually acknowledge and agree that they shall not raise, in connection therewith, and hereby waive any defenses based upon venue, inconvenience or forum or lack of personal jurisdiction in any action or suit brought in accordance with the foregoing. If applicable, and for good and sufficient consideration acknowledged hereby, the Parties expressly waive pursuant to 49 U.S.C. § 14101 the venue provisions of 49 U.S.C. § 14706(d) to the extent inconsistent with any provision in this section.
15. MAERSK DATA PRIVACY ASSURANCES.
Where applicable to the Services, Maersk shall abide by the following data privacy assurances:
(a) Applicability and Definitions. The terms of this section 15 shall apply to the extent that Services by Maersk entail the handling and processing of Personal Information (defined below) that is accessed or received by Maersk on behalf of Customer, and may be regulated by applicable privacy and data security laws, including the California Consumer Privacy Act, as amended by the California Privacy Rights Act (“CCPA”), other U.S. state privacy laws, Canada’s Personal Information Protection and Electronic Documents Act (“PIPEDA”), and other substantially similar provincial Canadian privacy laws (“Applicable Data Privacy Laws”). The assurances of this section 15 shall apply to the extent that Customer, as a Business or Controller, is disclosing Personal Information to Maersk, and Maersk is Processing the disclosed Personal Information as a Service Provider or Processor solely for the purposes set forth in these MGF Terms. The purpose of this section 15 is to describe Maersk’s commitment to data privacy. Unless otherwise defined in these MGF Terms, capitalized terms and their substantial equivalent used in this section 15 shall have the same meaning as provided in Applicable Data Privacy Laws.
(b) Conditions for Processing. To the extent that Maersk is processing Personal Information, it does so on the following premise and conditions: Customer warrants that it has provided all required notices and obtain all required consents from data subjects and maintain records of same; that it will take all reasonable steps to ensure the accuracy of Personal Information transferred to Maersk in connection with the Services; and will only share the Personal Information that is necessary for the provision of the Services.
(c) Service Provider Processing Limitations. Maersk is prohibited from retaining, using, or disclosing the Personal Information outside of the direct business relationship between Maersk and Customer and for any purposes other than those articulated in these MGF Terms and as permitted by Applicable Data Privacy Laws. Maersk will not combine Personal Information provided under these MGF Terms with Personal Information that Maersk receives from or on behalf of another person or persons, or that Maersk collects from its own interaction with a consumer. Maersk understands these restrictions and will comply with said restrictions. Maersk will not Sell or Share Personal Information.
(d) Data Subject Requests. To the extent required under Applicable Data Privacy Laws, Maersk will assist and/or Process valid Data Subject Requests. Should Maersk receive a Data Subject Request to the extent that Maersk has collected, used, Processed, or retained the consumer’s Personal Information in its role under these MGF Terms, Maersk shall respond to the consumer with an explanation of Maersk’s role as a service provider, Processor and/or contractor, and direct the consumer to Customer.
(e) Deletion of Personal Information. Maersk agrees that it will cooperate with Customer in responding to a verifiable consumer request to delete the consumer’s Personal Information in accordance with Applicable Data Privacy Laws. Maersk agrees that it will, at Customer’s sole discretion, delete, or enable Customer to delete, Personal Information collected, used, Processed, or retained about the consumer in Maersk’s records.
(f) Security of Processing. Maersk will maintain technical and organizational measures to protect Personal Information consistent with these MGF Terms and as required by Applicable Data Privacy Laws, including by using such measures as are reasonable and appropriate to the nature of the Personal Information received from Customer and to protect the Personal Information from unauthorized or illegal access, destruction, use, modifications, or disclosure. Maersk shall notify Customer without undue delay upon confirming any accidental, unauthorized, or unlawful processing of, disclosure of, or access to Customer’s Personal Information Processed by Maersk or any of Maersk’s Subcontractors.
(g) Sensitive Personal Information. Unless expressly agreed by Maersk under these MGF Terms, Maersk does not accept Sensitive Personal Information (including certain government identifiers (such as social security numbers or Social Insurance Numbers); an account log-in, financial account, debit card, or credit card number with any required security code, password, or credentials allowing access; precise geolocation; contents of mail, email, or text messages; genetic data; biometric information; information concerning a consumer’s health, sex life, or sexual orientation; or information about racial or ethnic origin, religious or philosophical beliefs, or union membership) which is not within the scope of any handling and Processing of Personal Information by Maersk.
(h) Confidentiality. Maersk shall ensure that each person Processing Personal Information, including Subcontractors, are subject to a duty of confidentiality with respect to the Personal Information.
(i) Compliance, Recordkeeping and Verification. Maersk agrees to comply with Applicable Data Privacy Laws, including by assisting Customer in meeting Customer’s obligations in relation to the security of Processing the Personal Information. Maersk also agrees that Customer may take reasonable and appropriate steps to ensure use of Personal Information consistent with these MGF Terms and Customer’s obligations under Applicable Data Privacy Laws. Customer shall have the right to take reasonable and appropriate steps to stop or remediate any unauthorized Processing of Personal Information by Maersk. Maersk will notify Customer if it determines that it can no longer meet its obligations under Applicable Data Protection Laws.
(j) Subcontractors. If Maersk engages any third party to assist Maersk in Processing Personal Information on behalf of Customer (“Subprocessor”), or if any third party engaged by Maersk engages another third party to assist in Processing the Personal Information provided under these MGF Terms for such business purpose, Maersk must enter into a written agreement with each Subprocessor containing obligations, consistent with, and no less protective than, this section 15. Maersk is responsible for the performance of the Subprocessor’s obligations in compliance with the assurances of this section 15.
(k) Termination. Upon Customer’s request, any Personal Information received must be returned or destroyed at the termination of the Parties’ relationship, unless required by applicable law to store the Personal Information for longer, in which case Maersk shall inform Customer of that obligation and comply with the requirements of Applicable Data Protection Laws until the Personal Information is securely deleted or returned to Customer.