Consolidated Terms and Conditions for Maersk Customs Services

1. Application and Definitions

1.1 These consolidated terms and conditions (the “Terms”) apply to any Services performed by Maersk, as requested by the Customer or as otherwise set out in an agreement incorporating these Terms (an “Agreement”). The Services include, without limitation, customs clearance services in respect of the import, export, transit or ECTN certification of Goods, customs control tower services, and trade and customs consulting, advisory and administrative services, in each case as further described in the relevant Agreement, Statement of Work, Booking Confirmation or other written instruction.

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 amendment, modification or update 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 have been made available in a downloadable and printable document format prior to acceptance and, by proceeding with the Services, the Customer confirms its receipt and acceptance of these Terms.

1.3 If Maersk and the Customer have signed a separate agreement or have agreed to any service-specific terms, these Terms shall continue to apply, but such separate agreement or service-specific terms shall be paramount and prevail to the extent that their terms are inconsistent with these Terms.

1.4 By:

(a) entering into an Agreement; or
(b) selecting or howsoever requesting the Services, including by requests via a Maersk online booking system, a third-party platform approved by Maersk or an agent (each an “Individual Booking”),

the Customer warrants that it has read, understood and agreed to these Terms and acknowledges, confirms and agrees to be bound by them.

1.5 In these Terms, the following words and expressions have 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 2010, and any amendments to either.

“Applicable Law” means any and all laws and regulations (including, without limitation, any EU, US, and other applicable Law) applicable to: (i) the Services; (ii) the exportation or importation of Goods; (iii) the declaration of Goods to the Customs Authority; (iv) the movement or storage of Goods; (v) the collection of duties and taxes; (vi) the provision of the Services and/or any obligation or activity under or arising from the Agreement; or (vii) any other services agreed between Maersk and the Customer.

“Authority” means any duly constituted legal or administrative Person which exercises jurisdiction or has authority within any nation, state, municipality, port or airport, which may include but is not limited to a Customs Authority.

“Booking Confirmation” means the booking confirmation issued by Maersk in respect of an Individual Booking pursuant to clause 2.

“CAPEX” means capital expenditure, start-up costs, implementation costs or other non-recurring investments incurred by Maersk in connection with the Services.

“Charges” means the fees, charges and rates payable by the Customer to Maersk for the provision of the Services as agreed between the Parties in writing or as set out in the Agreement, the relevant Statement of Work, the relevant invoice, a Booking Confirmation or, failing any of these, in the last updated version of Maersk’s tariff rates.

“Commencement Date” means the date agreed between the Parties in writing or, if no such date has been agreed, 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.

“Contract Period” means the period for which the Agreement remains in effect, as agreed between the Parties in writing.

“Contract Year” means a period of twelve (12) months beginning on the Commencement Date or, as appropriate, an anniversary of the Commencement Date.

“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.

“Customer Default” means any act or omission by the Customer or any failure by the Customer to perform any relevant obligation under these Terms or the Agreement.

“Customer Information” means any records, information, documents or data relevant to the Goods or the performance of the Services, including but not limited to embedded emissions, HS codes or classifications, value for duty and origin.

“Customs Authority” means any relevant authority or government agency which is responsible for the administration of the law or regulations relating to the importation, exportation, movement or storage of goods or the collection of duties and taxes.

“Customs Broker” means any party that is responsible for the customs clearance of the Goods and may include any member of the Maersk Group.

“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).

“Declarant” means, in respect of any declaration, notification, application, filing, entry, entry summary, customs procedure or other communication made to a Customs Authority in connection with the Goods or the Services, the Person who lodges or submits such declaration, notification, application, filing, entry, entry summary, customs procedure or communication in that Person's own name, or the Person in whose name such declaration, notification, application, filing, entry, entry summary, customs procedure or communication is lodged or submitted. For the purposes of these Terms, the term "Declarant" is a functional classification used to identify the Person associated with the relevant customs act or formalities and shall be interpreted in accordance with Applicable Law, including any equivalent concept under Applicable Law that identifies the importer, exporter, owner, consignee, principal, declarant, filer, declarant of record, trader of record, holder of a customs procedure or authorization, person responsible for the goods, or other Person legally associated with, or legally responsible for, the relevant customs act, customs formalities, customs procedure, declaration, entry, release, clearance, movement, storage, exportation, importation, transit or other customs treatment of the Goods. In the EU, where Maersk acts as Declarant Without Liability (aka Direct Representative), the Customer, and not Maersk, is the Declarant. In the EU, where Maersk acts as Declarant With Shared or Extended Liability (aka Indirect Representative), Maersk is the Declarant and the Customer may also be liable as the Person on whose behalf the declaration is made. In the United States, the corresponding concept shall be applied by reference to the importer of record, entry filer, authorized agent, customs broker and other legally responsible Person under Applicable Law. In any other jurisdiction, the corresponding concept shall be applied by reference to the Person who, under Applicable Law, is treated as the person in whose name the relevant customs act or formalities are performed, the person on whose behalf such act or formalities are performed, or the person bearing primary, shared, secondary, residual or other authority-facing responsibility for the accuracy, completeness, lawfulness, payment, security, recordkeeping, audit, post-clearance or post-entry consequences of the relevant customs act or formalities.

“Declarant Without Liability (“DWL”) means a Transaction in which Maersk performs the Services as an authorized representative, agent, customs broker, entry filer or other service provider for and on behalf of the Customer, but does not agree to act in its own name as Declarant, importer of record, exporter of record, principal, holder of the relevant customs authorization, or other Person bearing primary public-law liability to the relevant Customs Authority for the Goods or the relevant customs procedure. In the EU, this classification corresponds to direct representation, under which Maersk acts in the name of and on behalf of the Customer and the Customer remains the Declarant. In the United States, this classification corresponds to Maersk acting as a licensed customs broker or other authorized agent pursuant to a valid POA, where the Customer or another eligible Person remains the importer of record, exporter, principal or other legally responsible Person. In any other jurisdiction, this classification includes any equivalent arrangement under Applicable Law under which Maersk acts only as an authorized representative, agent, customs broker, customs intermediary, customs service provider, declarant service provider, filer, facilitator or other person acting for or on behalf of the Customer or another legally responsible Person, and does not assume the role of the Person in whose own name the relevant customs act or formalities are performed, the Person primarily responsible to the Customs Authority for the Goods or the relevant customs procedure, or the Person primarily liable for duties, taxes, charges, levies, fees, interest, penalties, customs debt, post-clearance or post-entry adjustments, recordkeeping obligations, security, guarantees, bonds, audits, investigations, or other customs or authority-facing obligations. For the avoidance of doubt, "Declarant Without Liability" does not limit any liability that Maersk may have under Compulsory Legislation for its own Gross Negligence, wilful misconduct, fraud, knowing violation of Applicable Law, or other non-excludable liability, but, as between the Parties, the Customer remains responsible for the completeness, accuracy and lawfulness of all Customer Information and for all duties, taxes, charges, levies, fees, interest, penalties, bond claims, costs, losses and expenses arising out of or in connection with the Goods or the Services, except to the extent expressly provided otherwise in these Terms.

“Declarant With Shared or Extended Liability (“DWSEL”) means a Transaction in which Maersk agrees, or is required by Applicable Law, to lodge or submit a declaration, notification, application, filing, entry, entry summary, customs procedure or other communication in its own name but on behalf of the Customer or otherwise assumes customs or authority-facing liability beyond the role of an authorized representative acting solely in the Customer's name. In the EU, this classification includes indirect representation, under which Maersk acts in its own name but on behalf of the Customer, Maersk is the Declarant, and the Customer may also be a debtor or otherwise liable as the Person on whose behalf the declaration is made. In other jurisdictions, this classification includes equivalent structures under which Maersk may be jointly, severally, secondarily, additionally or otherwise liable to a Customs Authority or other Authority together with, or in addition to, the Customer, importer, exporter, owner, consignee, principal, surety, bond principal or other legally responsible Person, including any arrangement under Applicable Law in which Maersk is treated as the Person lodging, submitting, signing, certifying, transmitting, validating, guaranteeing, securing, sponsoring, facilitating, holding, controlling or otherwise assuming responsibility for a declaration, entry, release, clearance, customs procedure, customs authorization, bond, guarantee, security, duty deferment, tax payment arrangement, special procedure, warehouse, transit movement, temporary admission, inward or outward processing, free zone, bonded movement, post-clearance obligation or other customs or authority-facing act or obligation on behalf of, together with, or in addition to, the Customer or another legally responsible Person. Any Transaction classified as a Declarant With Shared or Extended Liability shall be treated as an IR Transaction for the purposes of these Terms unless expressly agreed otherwise in writing.

"Declarant With Full Liability (“DWFL”)" means a Transaction, customs procedure, authorization, operation or activity in which Maersk acts in its own name and on its own behalf, and not merely as representative or agent of the Customer, including where Maersk is the importer of record, exporter of record, declarant, principal, holder of the relevant customs authorization, operator of a customs warehouse, bonded facility, special procedure or equivalent arrangement, or otherwise the Person bearing primary liability to a Customs Authority or other Authority for the relevant Goods, procedure or activity. This classification includes any equivalent arrangement under Applicable Law in which Maersk is treated as acting for its own account or in its own capacity, including as owner, purchaser, seller, importer, exporter, consignor, consignee, declarant, declarant of record, trader of record, holder or operator of a customs procedure, warehouse, bonded facility, free zone, transit movement, temporary admission, inward or outward processing procedure, duty suspension arrangement, duty deferment arrangement, customs authorization, license, permit, approval, guarantee, bond, security or other authority-facing arrangement, or as the Person primarily responsible to a Customs Authority or other Authority for the payment, security, compliance, recordkeeping, audit, post-clearance, post-entry, penalty, sanction, seizure, forfeiture or other consequences of the relevant Goods, procedure or activity. This classification shall apply only where Maersk has expressly agreed in writing to assume such role or where Maersk is acting for its own goods, authorizations, facilities or operations. No Service shall be treated as a Declarant With Full Liability Transaction merely because Maersk provides customs brokerage, customs control tower, consulting, advisory or administrative Services, arranges a Customs Broker, advances funds, provides a Deposit, or communicates with a Customs Authority in connection with the Customer's Goods.

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

“Deposit” means any performance and other bonds, security and other deposits, advances, advance payments, prepaid credits, guarantees, deferred charges or any similar amounts payable to any Customs Authority in relation to the Goods or the Services.

“Digital Services” means any services or facilities made available to the Customer or received by the Customer either directly from Maersk or via a webpage owned by Maersk.

“DWSEL Transactions” means any Transaction in which Maersk agrees to act as Indirect Representative pursuant to clause 4, any Transaction classified as a Declarant With Shared or Extended Liability, and any equivalent Transaction under Applicable Law in which Maersk acts in its own name but on behalf of the Customer, or otherwise assumes joint, several, secondary, additional, extended, guarantee-based, bond-based, authorization-holder, procedure-holder, filer, sponsor, declarant, importer, exporter, principal or other customs or authority-facing liability together with, or in addition to, the Customer or any other legally responsible Person.

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

“EU” means the European Union.

“EU Law” means any treaties, judgments, rules, regulations, directives and/or implementing acts in force in the EU or in a member state of the EU.

“Exception” means any deviation from the Standard Flow that requires intervention from Maersk, which may include but is not limited to SLA breaches by the broker, missing or inaccurate data or documents, or change requests to the declaration data set.

“Force Majeure Event” means any event beyond a Party’s 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 any other casualty.

“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.

“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.

“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” have the meanings given to them by Section 1159 Companies Act 2006).

“HS” means the Harmonized Commodity Description and Coding System.

“Implementation Data” means the information and data provided by the Customer to Maersk under clause 13.1 in relation to the Goods anticipated to be managed or handled as part of the Services.

“Individual Booking” means a request for Services made by the Customer via a Maersk online booking system, a third-party platform approved by Maersk or an agent.

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

“Liabilities” means any costs (including legal costs), expenses, claims, damages, losses, liabilities, orders, awards, fines, penalties, proceedings and judgments suffered, made or incurred in connection with the Services.

“Maersk” means the Maersk entity which is named in, or notified to the Customer in connection with, the Agreement or Booking Confirmation (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 and their respective agents.

“MVC” means a minimum volume commitment agreed between the Parties in writing.

“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.

“POA” means a power of attorney or similar lawfully binding authority granting Maersk the right to represent and act on behalf of the Customer in accordance with the local laws and regulations in the jurisdictions where the Services are to be performed.

“Product Liability Insurance” means insurance coverage against any loss, damage, destruction of property and/or data, death or personal injury (including damage to psychological health) arising from, or associated with, the Goods.

“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 by, or otherwise controlled by, 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 (including but not limited to the consolidated list of financial sanctions targets in the European Union, the United Kingdom or the United States list of Specially Designated Nationals); (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 organised 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 or other Applicable Laws.

“Related Parties” means any of Maersk’s and the Maersk Group’s officers, employees, servants, agents, Subcontractors, insurers, reinsurers, and companies in the Maersk Group.

“Sanctions & Export Controls” means (i) the economic, trade and financial sanctions laws administered and enforced by the United States, the European Union, the United Kingdom, as promulgated by the United Nations Security Council, and of any other legal jurisdiction relevant to the performance of the 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, the United Kingdom, as required for legal jurisdictions which 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 the Agreement (“Export Controls”), and any sanction, prohibition, restriction or penalty (or any risk of any sanction, prohibition, restriction or penalty) whatsoever imposed by any state, country, international governmental organisation or other relevant authority.

“Services” means the services to be provided by Maersk to the Customer as described in the Agreement, the relevant SOW, the Booking Confirmation or as otherwise agreed in writing between the Parties, including without limitation: (a) the carrying out of customs formalities concerning the import, export, transit or ECTN certification by Maersk on behalf of the Customer; (b) customs control tower services; and (c) consultancy, advisory or administrative services, together with any setup, administrative and implementation services, including but not limited to project management, design and technical preparation. For the avoidance of doubt, the Services exclude any shipping, transportation or handling of goods by Maersk, which (if requested) shall be governed by a separate agreement between the Parties.

“SOPs” means the standard operating procedures for the Services, as may be amended from time to time subject to the mutual consent of both Parties.

“SOW” means a statement of work for the Services as agreed between the Parties in writing or, if no such statement of work has been agreed between the Parties, a proposal or quotation document issued by Maersk, in each case as amended from time to time subject to the mutual written agreement of both Parties.

“Standard Flow” means the normal flow of operations that has been agreed between Maersk and the Customer at the implementation stage.

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

“Third Party Acts” means any act or omission of a third party, including but not limited to circumstances where the Goods are being presented to, examined, inspected or handled by a Customs Authority or other governmental authority.

“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.

“Transaction” means the Services undertaken in relation to Goods shipped under a single UCR.

“Transaction 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.

“UCR” means the Unique Consignment Reference applicable to the Goods.

1.6 In these Terms:

(a) headings of clauses or groups of clauses 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 relevant clause shall remain unaffected;
(c) the singular includes the plural and vice versa, unless the context otherwise requires; and
(d) any words following the word “including” shall be interpreted without limitation to the generality of the preceding words.

2. Supply and Performance of Services

2.1 Maersk shall perform the Services with a reasonable degree of care, skill and judgment and in compliance with all Applicable Laws.

2.2 All Services provided by Maersk are subject to these Terms. The provisions of clause 4 (Services as Declarant With Shared or Extended Liability) will apply only to the extent that Maersk agrees to act as Indirect Representative on behalf of the Customer. The remaining clauses will apply to all Services regardless of the legal capacity of Maersk.

2.3 Where the Customer requests the Services in an Individual Booking, Maersk’s acceptance of such request is in Maersk’s sole discretion. If Maersk accepts the Individual Booking request, Maersk shall issue a Booking Confirmation.

2.4 Where the Services are provided in connection with an Agreement, the Customer shall be entitled to request the Services from Maersk from time to time as set out in the Agreement. Each request shall be in writing, sent to Maersk at the contact details specified in the Agreement, and shall set out the nature of the Services required.

2.5 Prior to Maersk commencing the Services:

(a) the Customer shall procure the issuance of a POA granting Maersk the right to represent and act on behalf of the Customer in accordance with the local laws and regulations in the jurisdictions where the Services are to be performed. The POA:
- (i) shall be in a form acceptable to Maersk or as required by any relevant Customs Authority; and
- (ii) shall be signed by a legal representative of the Customer with due authority to enter into the same on behalf of the Customer. If the Services are carried out by a Subcontractor, the Customer shall procure the issuance of a POA to that Subcontractor on Maersk’s request;
(b) the Customer shall provide the Customer Information to enable Maersk to perform the requested Services;
(c) Maersk shall be entitled to perform a customer acceptance check on the Customer during which Maersk may request certain information from the Customer. The Customer shall provide all such information as soon as possible; and
(d) if requested by Maersk, the Customer shall provide Maersk with security in a form acceptable to Maersk in relation to all claims, liabilities, losses, damages, charges, fines, penalties, costs and expenses (including legal fees and expenses) of whatsoever nature arising from or in connection with the provision of the Services by Maersk. For the avoidance of doubt, any such security shall not limit, affect or prejudice any other right, relief or remedy available to Maersk.

2.6 Following: (a) Maersk’s receipt of the POA; (b) any requested security check; and (c) Maersk carrying out any customer acceptance check, Maersk shall decide whether to accept its appointment as representative and shall notify the Customer of its decision.

2.7 Maersk reserves the right to decline to carry out the Services, including where Maersk has confirmed that it will perform the requested Services by issuing a Booking Confirmation or otherwise, without any liability whatsoever, if:

(a) Maersk believes in its reasonable opinion that the provision of the Services is, or is likely to be, contrary to any Applicable Laws or Sanctions & Export Controls;
(b) the provision of the Services is, or is likely to be, contrary to Maersk’s code of conduct, internal policies or ethical rules; or
(c) the Customer is in breach of its obligations under these Terms.

2.8 All customs Services are provided by Maersk as Declarant Without Liability (“DWL”) (i.e., Direct Representative) of the Customer except to the extent that Maersk expressly agrees in writing to act as Declarant With Shared or Extended Liability (i.e., Indirect Representative) of the Customer.

2.9 Maersk may subcontract all or part of the provision of the Services to a Subcontractor, including any entity within the Maersk Group, without the prior consent of the Customer. In the event that Maersk subcontracts all or part of the provision of the Services:

(a) Maersk shall remain liable for the performance of those obligations;
(b) the Customer undertakes that no claim will be made against any of Maersk’s Related Parties in connection with the Services or the Goods, and shall indemnify Maersk and the Related Parties against all consequences of any such claim; and
(c) without prejudice to the foregoing, all of Maersk’s Related Parties shall have the benefit of all provisions of these Terms as if such terms were expressly for their benefit. In entering into any Agreement and to the extent of such terms, Maersk does so not only on its own behalf, but also as agent and trustee for the Related Parties.

Where any Services are performed or facilitated by a member of the Maersk Group, invoices for Charges may be issued by Maersk or by such Maersk Group member, and payment by the Customer to the invoicing entity in accordance with these Terms shall constitute a valid and complete discharge of the Customer’s payment obligations to Maersk in respect of the relevant Charges.

2.10 Unless agreed otherwise in writing:

(a) Maersk shall not be present for the collection of samples and/or the examination of the Goods; and
(b) Maersk shall not undertake any reporting obligation or be required to comply with any regulation that imposes reporting obligations on importers of certain goods. Unless agreed otherwise in writing, Maersk shall not undertake any pre- or post-customs release action including, but not limited to, obtaining binding rulings, advising of liquidations, filing of petitions and/or protests.

2.11 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.

2.12 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 (the “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.

2.13 Maersk will endeavour to provide the Services 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.

2.14 The Customer acknowledges and agrees that its use of any 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; and
(b) Maersk makes no representations or warranties regarding any Third Party Content, including without limitation as to the accuracy, completeness, reliability or appropriateness of the Third Party Content.

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

3. Authority

3.1 In respect of customs control tower Services, the Customer hereby understands, consents to and grants Maersk and its nominated subcontractors full decision-making authority to:

(a) enter into and/or manage contracts with Customs Brokers on the Customer’s behalf as may be necessary or desirable to fulfil the Customer’s instructions, whether such contracts are subject to the trading conditions of such Customs Brokers or otherwise; and
(b) do such acts so as to bind the Customer by such contracts.

3.2 The Customer further agrees and acknowledges that:

(a) to the extent that Maersk secures contracts with the Customs Brokers referred to in clause 3.1(a), it acts solely on behalf of the Customer so that direct contractual relationships are between the Customer and such Customs Brokers. The Customer further agrees that Maersk shall not be liable for the acts and omissions of the Customs Brokers; and
(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 Maersk’s decisions, provided that its decisions have been taken in accordance with the instructions as received from the Customer or its nominated supply chain partners. To the extent provided by the Customer and to the extent reasonable to do so when faced with an urgent need for a decision, Maersk shall use commercially reasonable endeavours to follow guidelines for consultations provided by the Customer.

4. Services as Declarant With Shared or Extended Liability (“DWSEL”)

4.1 Where and to the extent that Maersk acts as DWSEL (i.e., Indirect Representative), the Customer acknowledges and agrees that:

(a) an Authority may regard Maersk and the Customer as jointly and severally liable for any Liabilities that may arise in connection with Maersk’s performance of the Services as Declarant With Shared or Extended Liability. The Customer further acknowledges that nothing in this clause 4.1 shall affect or limit the Customer’s obligation and responsibility under these Terms to fulfil payments for all debts and costs arising out of or in connection with the import and/or export of the Goods and the Services;
(b) any decision made by an Authority in respect of an DWSEL Transaction may be subject to further review and/or revision at any time within a period of up to ten (10) years from the date of the original decision (a “Further Review”). To the extent that a Further Review reveals a shortfall in the amount due to the Authority at the time of the original decision (each such shortfall amount, a “Retrospective Customs Debt”), the Authority may seek recourse against Maersk and/or the Customer to recover the Retrospective Customs Debt;
(c) DWSEL Transactions may involve additional obligations or requirements which are not prescribed in these Terms. The Customer undertakes to promptly comply with such obligations or requirements and acknowledges that any delay or failure to do so may result in Liabilities; and
(d) in view of the circumstances outlined in sub-paragraphs (a) and (b) above, any restructuring or re-organisation within the Customer’s group to the effect that the Customer’s assets would be significantly reduced or that the Customer would cease to exist would result in undue liability exposure to Maersk. Consequently, the Customer undertakes not to execute any such restructuring, re-organisation or other measures to this effect for the duration of the Further Review period.

4.2 Without limiting any other provision in these Terms:

(a) on request by Maersk, the Customer shall take all reasonable steps to assume, discharge, pay, secure, contest, mitigate or otherwise satisfy all Liabilities and/or obligations imposed by any Authority in connection with any of the circumstances outlined in clause 4.1(a), (b) and/or (c);
(b) the Customer shall indemnify Maersk against all Liabilities of whatsoever nature howsoever assumed, incurred or suffered in connection with any Declarant With Shared or Extended Liability Transaction, irrespective of whether or not Maersk was aware of the circumstances giving rise to the Liabilities, except to the extent caused by Maersk’s fraud, wilful misconduct or knowing violation of Applicable Law;
(c) the Customer shall indemnify Maersk against any Retrospective Customs Debt and/or any other amounts due to an Authority as a result of a Further Review, except to the extent caused by Maersk’s fraud, wilful misconduct or knowing violation of Applicable Law;
(d) the Customer: (i) shall, at its own cost, take out and maintain comprehensive insurance policies in relation to the Goods, including but not limited to Product Liability Insurance, in such amounts and on such terms as those commercially available in the marketplace and which are reasonable in the circumstances; (ii) shall, where available in the relevant market and reasonably requested by Maersk, name Maersk as an “additional insured” with respect to such Product Liability Insurance policies and provide Maersk with an “additional insured” endorsement showing such coverage; (iii) shall, for any “occurrence policy”, maintain such coverage for the duration of the Services or, for any “claims made policy”, for the duration of the Services and ten (10) years thereafter, and for any policy type shall not allow any lapse in coverage; (iv) shall, where available in the relevant market and reasonably requested by Maersk, include an endorsement from the insurers that they will act as primary insurance and are waiving all rights of recourse, including rights of subrogation, against Maersk for any loss or damage for which the Customer shall indemnify Maersk; and (v) shall, on request, provide a certificate of insurance to Maersk evidencing such insurance coverage as defined herein;
(e) to the extent that Maersk has accepted instructions from the Customer to respond to and/or contest a Further Review, the Customer shall pay Maersk the charges which have been agreed between the Parties for such services or, if no such charges have been agreed, the last updated version of Maersk’s tariff rates shall apply; and
(f) Maersk may require, as a condition to accepting or continuing any Declarant With Shared or Extended Liability Transaction, that the Customer provide funds, security, a customs bond, guarantee, indemnity, parent company guarantee, duty deferment arrangement, tax payment arrangement, standing authority, additional documentation, enhanced due diligence information, or other financial or operational protection acceptable to Maersk. Any such requirement shall not limit, affect or prejudice any other right, relief or remedy available to Maersk.

4.3 The obligations in this clause 4 shall survive the termination or expiry of these Terms or any Agreement.

4.4 Maersk shall not be deemed to have agreed to act as a Declarant With Full Liability unless Maersk has expressly agreed in writing to do so. Where Maersk acts as a Declarant With Full Liability in connection with the Customer’s Goods or the Services, the scope of Maersk’s role, Charges, authority, required security, operational controls, Customer obligations, indemnities, exclusions, limitations of liability, insurance requirements and any local mandatory law requirements shall be set out in the relevant Agreement, SOW, Booking Confirmation or other written instruction accepted by Maersk. Unless and except to the extent expressly agreed in such writing, no provision of these Terms shall be construed as requiring Maersk to act as importer of record, exporter of record, principal, holder of a customs authorization, operator of a customs procedure, or other Person bearing full public-law liability for the Customer’s Goods.

4.5 The classification of a Transaction as Declarant Without Liability, Declarant With Shared or Extended Liability or Declarant With Full Liability shall not affect the application of clause 11.3, clause 16, clause 17, clause 23, clause 24 or clause 29. For the avoidance of doubt, the Customer’s payment, reimbursement, hold harmless and indemnity obligations shall apply whether the relevant amounts are assessed, imposed, payable, incurred or reasonably anticipated against Maersk, the Customer, a Subcontractor, a Customs Broker, an importer of record, an exporter of record, a surety, a bond principal or any other Person acting in connection with the Goods or the Services, except to the extent expressly prohibited by Compulsory Legislation.

5. Customer Warranties, Obligations and Indemnities

5.1 Each Party warrants, represents and undertakes that:

(a) it has full capacity and authority to enter into the Agreement on its own behalf and as agent on behalf of any member of its Group; and
(b) the Agreement is executed by a duly authorised representative of that Party.

5.2 The Customer acknowledges and agrees that it has an affirmative and non-delegable duty to:

(a) disclose to Maersk in a timely manner all Customer Information required by Maersk to perform the Services;
(b) immediately notify Maersk of any: (i) new or changes to; or (ii) inaccuracies, errors or omissions in, any Customer Information, facts or circumstances relevant to the Services or to any completed Transaction.

5.3 The Customer is solely responsible for the accuracy and timeliness of all Customer Information and Customer Data provided to Maersk, even when the information and data originates from a third party. For the avoidance of doubt, Maersk shall not be obliged to make any enquiries into the accuracy or completeness of the Customer Information or Customer Data and shall not be deemed to have actual or constructive knowledge of the true circumstances to which such inaccurate, incomplete or omitted information pertains.

5.4 The Customer shall review all documents and declarations prepared by Maersk in connection with the Services and shall immediately advise Maersk of any errors, discrepancies, incorrect statements or omissions on any documents or declarations produced on the Customer’s behalf. The Customer warrants that all such documents and declarations are accurate and complete.

5.5 The Customer shall be responsible for any additional or related measures or procedures to be completed, including the procurement of all applicable certificates, the proper discharge of transit procedures and providing proof of delivery in the case of fiscal representation.

5.6 The Customer shall be solely responsible for maintaining complete and accurate records in accordance with all Applicable Laws for a period of:

(a) ten (10) years in respect of an DWSEL Transaction; and
(b) three (3) years for all other Transactions,

in each case from the date of the completed Transaction or for such longer period as may be required by Applicable Law. For the avoidance of doubt, Maersk will only keep such records as it is required to maintain by Applicable Laws and regulations pertaining to the business of Maersk, but shall not act as a record keeper or recordkeeping agent for the Customer unless explicitly agreed in writing between the Customer and Maersk.

5.7 Where and to the extent that Maersk agrees to place a Deposit with a Customs Authority on the Customer’s behalf:

(a) the Customer shall be bound by the terms and conditions of such Deposit, including but not limited to a requirement for the Customer to pay to Maersk an amount equivalent to the Deposit on demand;
(b) the Customer remains solely responsible for complying with the conditions for the release of the Deposit within the stipulated time limit; and
(c) the Customer is solely liable for, and shall reimburse Maersk on demand for: (i) any additional work performed by Maersk in connection with the Deposit; (ii) any fees, penalties, charges or other amounts due to the Customs Authority arising in connection with the Customer’s failure to comply with its obligations under this clause 5.7; and (iii) interest on the Deposit amount, calculated on a daily basis from the date on which the Deposit was due to be released until the Deposit is released in full, in accordance with clause 11 below.

5.8 The Customer represents, warrants and undertakes that:

(a) the Goods are wrapped, packaged, labelled, fit and ready for transportation, storage and customs clearance;
(b) it has obtained all necessary licences, permits, authorisations and approvals for the Goods, including but not limited to import and export licences;
(c) the Goods do not include any Prohibited Goods;
(d) neither the provision of the Services nor any payment or other transaction relating to the Services will or might expose Maersk or the Related Parties to Sanctions & Export Controls or any other non-compliance with any Applicable Law; and
(e) for the duration of the Services or the Agreement, whichever is longer, neither the Customer nor any person it trades with is a Prohibited Person or is owned or controlled by, or is acting on behalf of, a Prohibited Person.

5.9 If the Services are requested in relation to the import, export, and transit of Goods, the Customer shall, within a reasonable time prior to the importation, exportation, and transit of the Goods, provide Maersk with a commercial invoice. Such commercial invoice shall be: (i) in proper form and number; (ii) contain a proper consular declaration, weights, measures and values; and (iii) contain all other information (A) required by Applicable Laws and/or (B) reasonably required by Maersk.

5.10 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.

5.11 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. If, following the provision of the Customer Data, the Customer becomes aware that the Customer Data is, or 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.

5.12 The Customer shall notify Maersk immediately of any of the following types of communication from a Customs Authority relating to Maersk, the Customer, the Services, the Goods, the Customer’s business or a specific transaction relating to the Customer which is outside the normal course of business:

(a) investigations and audits;
(b) notice of violations;
(c) requests for visits or interviews;
(d) seizures of Goods;
(e) voluntary disclosures;
(f) surveys;
(g) questionnaires; or
(h) any other similar request or circumstance,

(each a “Specified Circumstance” and together the “Specified Circumstances”).

5.13 At no time shall the Customer hinder or delay any lawful access, request, inspection or the serving of documents, warrants, affidavits or subpoenas in any Specified Circumstance.

5.14 In the event that Maersk, in the course of performing the Services, is subject to a request for documents or information by a Customs Authority or other governmental authority, the Customer shall provide Maersk with the same immediately upon request.

6. Deliverables

6.1 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 the 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; or
- (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; and
(c) Maersk shall not be obliged to update recommendations, conclusions, reports, presentations or other products, either orally or in writing, once such Deliverables have been handed over in their final form to the Customer.

7. Minimum Volume Commitment

7.1 If the Parties have agreed on a minimum volume commitment (“MVC”) and the actual number of transactions in any three-month period falls short of the agreed MVC, the Customer will be required to pay Maersk an amount equivalent to the Charges for the shortfall.

8. Duration and Termination

8.1 Where the Services are provided in connection with an Agreement, the Agreement shall be effective from the Commencement Date and shall automatically terminate on the expiry of the Contract Period. Where Maersk is performing the Services pursuant to an Engagement, such Engagement shall be deemed to have started on the Commencement Date and shall continue until the expiry of the Agreement and/or Engagement, if an expiry date has been agreed between the Parties in writing, or until terminated in accordance with this clause 8.

8.2 Without affecting any other right or remedy available to it, either Party may terminate the Agreement and/or any Engagement with immediate effect by giving written notice to the other Party if:

(a) the other Party commits a material breach of any term of these Terms or the Agreement and fails to remedy that breach within thirty (30) days after receiving written notice requiring it to do so or, if the breach is incapable of remedy, on thirty (30) days’ written notice;
(b) the other Party becomes insolvent, is unable to pay its debts as they fall due, suspends or threatens to suspend payment of its debts, enters into bankruptcy, insolvency, reorganisation, administration, liquidation, composition with its creditors or any analogous procedure in any jurisdiction;
(c) the other Party commences negotiations with any class of its creditors with a view to rescheduling any of its debts, or proposes or enters into any composition, compromise or arrangement with its creditors (other than for the sole purpose of a solvent restructuring);
(d) any corporate action, legal proceedings or other procedure is taken in relation to the winding-up, dissolution, administration, provisional supervision or reorganisation of the other Party (other than for a solvent amalgamation or solvent reconstruction);
(e) the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
(f) the other Party’s financial condition deteriorates so materially that it reasonably gives rise to doubt about its ability to perform its obligations under these Terms or the Agreement;
(g) a Force Majeure Event prevents, hinders or delays a Party’s performance of its obligations for a continuous period of more than thirty (30) days, in which case the other Party may terminate the Agreement on immediate notice; or
(h) Maersk reasonably determines that it can no longer provide the Services in accordance with Applicable Law or its professional obligations.

8.3 In the circumstances set out in clause 11.2, the 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 the Agreement, including but not limited to the immediate termination of the Agreement and/or the Engagement at its unfettered discretion.

8.4 Maersk may terminate the Agreement, insofar as it relates to these Terms or the provision of any Services, by giving one (1) month’s written notice to the Customer at any time and for any reason, without further liability to the Customer.

8.5 The Customer may terminate the Agreement by giving one (1) month’s written notice to Maersk, provided however that, in the event the Customer terminates the Agreement before the end of the Contract Period, the Customer shall pay Maersk a break fee. The break fee shall be calculated as the greater of:

(a) 50% of the remaining Charges for the unexpired portion of the Contract Period; or
(b) the actual costs incurred by Maersk up to the date of termination, including any implementation costs or set-up costs (including administrative and infrastructure setup, project management, design and technical preparation) and any other committed, accrued, abortive or third-party costs.

The break fee shall be payable within thirty (30) days of the termination date.

8.6 Where Maersk has incurred CAPEX in connection with the Services, the Customer shall reimburse Maersk for: (a) the unamortised balance of such CAPEX as at the termination date; and (b) any reasonable costs directly caused by such termination, in each case provided that the Agreement is terminated for any reason other than where Maersk is in material breach. Amounts due shall be payable within thirty (30) days of invoice.

8.7 On termination of the Agreement and/or any Engagement under this clause 8, Maersk shall, in addition to any other rights it may have, be entitled to recover from the Customer, without limitation: (a) fees for any Services performed up to the date of termination; and (b) 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 the Customer to support the winding down of the Services and shall have the right to invoice the Customer for any services, fees and costs accrued in relation to such assistance.

8.8 After expiration or termination of the Agreement, Maersk shall be at liberty to: (a) cease to provide Services under the Agreement; and (b) revoke the Customer’s access to Maersk’s IT systems.

8.9 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. Termination shall otherwise not affect the Parties’ rights and obligations in relation to payment or delivery for the remainder of the term.

9. Statement of Work

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

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

9.3 Any increase or reduction in the SOW and/or the scope of the Services 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.

10. Charges

10.1 The Customer shall pay Maersk the Charges for the provision of the Services as agreed between the Parties in writing or as set out in the Agreement, the relevant SOW, the Booking Confirmation or the relevant invoice. Where the Services are provided in connection with an Agreement and that Agreement does not include the Services requested by the Customer, the last updated version of Maersk’s tariff rates will apply unless the Parties mutually agree to alternative rates.

10.2 The Charges are exclusive of all taxes, duties and/or levies payable in respect of or in connection with the Services, including but not limited to VAT, GST or sales tax (where appropriate).

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

10.4 Where the Services are provided in connection with an Agreement, the following shall apply:

(a) the Charges shall remain fixed only for the duration specified in writing by the Parties (the “Charges Period”);
(b) Maersk will issue revised Charges upon the expiry of each Charges Period;
(c) the Customer is deemed to accept the revised Charges by: (i) continuing to request the Services after receiving notice of them; or (ii) providing written acceptance; and
(d) if the Parties do not agree to the revised Charges, Maersk may, at its discretion, suspend the Services or continue to provide the Services at the revised Charges until the Parties agree an alternative Charges Period in writing.

10.5 Three (3) months prior to the expiry of the then-current Charges Period, the Charges shall be increased annually by the Adjustment Rate, provided however that the Adjustment Rate shall never be less than 3%. Such adjustments will become effective at the commencement of the following Charges Period.

10.6 In addition and unless otherwise specified in the Agreement, Maersk may at any time during any Contract Period or Engagement increase the Charges to reflect any increase in the cost to Maersk of providing the Services, including but not limited to:

(a) any change in the Subcontractors’ rates or pass-through costs;
(b) any material change in the scope, type, characteristics or nature of the services provided as agreed in writing between the Parties; or
(c) any change in the manner or rate of taxation, any Applicable Law or other regulatory requirements or the interpretation thereof which results in changes in Maersk’s cost of providing the Services.

10.7 Where the Services are requested in connection with an Individual Booking, if the Customer wishes to cancel the Services after a Booking Confirmation has been issued, acceptance of such cancellation shall be in Maersk’s sole discretion and Maersk is entitled to charge a cancellation fee as provided for in Maersk’s tariff.

10.8 Where the Services are requested in connection with an Agreement, if the Customer wishes to cancel the Services after Maersk has notified the Customer that the Services are agreed, acceptance of such cancellation shall be in Maersk’s sole discretion and Maersk is entitled to charge a cancellation fee as provided for in the Agreement.

10.9 If the Customer has booked or purchased an ocean freight service from Maersk and the pre- or on-carriage with a third party, Maersk is entitled to charge the Customer a fee for the additional administration of coordinating with the third party.

11. Payment

11.1 The Customer shall pay all invoices in full without any set-off, counterclaim, restriction, condition, deduction or withholding whatsoever (except for any deduction or withholding required by Applicable Law) in accordance with any payment schedule agreed between the Parties and/or as set out in the SOW or on the relevant invoice. 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 relevant milestone is completed according to the SOW; and
(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 Agreement, SOW or invoice. 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.

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

(a) pay the undisputed amount of the invoice in accordance with clause 11.1; and
(b) provide a written justification for disputing the remaining invoiced amount within the number of days agreed between Maersk and the 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 clause 11.1.

11.3 The Customer shall be solely responsible, as between the parties, for all customs duty, import VAT or equivalent taxes, anti-dumping duty, countervailing duty, trade remedy duties, merchandise processing fees, harbor maintenance fees, excise taxes, assessments, charges, levies, interest, penalties, bond costs, and other amounts assessed, imposed, payable, incurred, or reasonably anticipated in connection with the Goods or the Services, whether actual, estimated, supplemental, post-entry, liquidated, reliquidated, or otherwise adjusted, and whether charged to Maersk, the Customer, or any other person acting in connection with the Goods.

Unless otherwise agreed in writing, all such amounts incurred or reasonably expected to be incurred by Maersk in the provision of the Services shall be prepaid by the Customer on first written demand, including, where legally available and accepted by the relevant authority, through the provision of funds, security, a customs bond, a guarantee, or authority to use the Customer’s importer of record, customs broker, duty deferment, cash, guarantee, postponed VAT accounting, ACH, periodic monthly statement, or other customs or tax payment arrangement.

If Maersk does not request prepayment, or if Maersk is required by applicable law or by any customs, tax, or other competent authority to pay, deposit, secure, or advance any such amount before receiving funds from the Customer, the Customer shall reimburse Maersk within five (5) days of receipt of the relevant invoice or, if earlier payment is required to comply with applicable law or authority requirements, immediately on demand.

Nothing in this Clause 11.3 shall require or permit Maersk to delay, withhold, or fail to make any payment, deposit of estimated duties, filing, declaration, or provision of security required by applicable law or by any customs, tax, or other competent authority. The Customer shall indemnify Maersk against all duties, taxes, charges, levies, fees, interest, penalties, liquidated damages, bond claims, costs, losses, and expenses arising out of or in connection with such amounts, except to the extent caused by Maersk’s fraud, willful misconduct, or knowing violation of applicable law.

If any amount payable under this Clause 11.3 is estimated, disputed, adjusted, refunded, credited, liquidated, reliquidated, reassessed, or otherwise changed after payment or reimbursement, the parties shall make any corresponding balancing payment or credit promptly after the relevant adjustment is determined.

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

(a) temporarily or permanently stop performing or suspend the Services until such outstanding debt has been settled in full;
(b) exercise its lien rights, as further described in clause 11.5 below;
(c) charge the Customer interest on any outstanding sum at the rate advised by Maersk, or at a rate within the limits prescribed by law of the applicable country, or, if no such rate is advised, at the annual rate of three (3) 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 has become overdue, plus reasonable attorney fees and expenses incurred in collecting any sums due; and
(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 to that effect, in which case Maersk shall be free from any liability, obligation, cost, claim and expense to the Customer, its agents and other nominated third parties.

11.5 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 and/or the Agreement. 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 or the Agreement. 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, whether the Agreement has terminated or not;
(b) Maersk shall be entitled to continue to charge the Customer for any Charges accruing during the exercise of its lien;
(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; and
(d) Maersk’s lien shall survive the termination or expiration of these Terms and/or the Agreement, whichever is applicable.

11.6 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 agrees to hold harmless and indemnify Maersk for all costs and expenses associated therewith. 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.

11.7 The Customer acknowledges and agrees that: (a) Maersk may procure the performance of the Services through any member of the Maersk Group; (b) invoices for Charges may be issued by Maersk or by any member of the Maersk Group performing or facilitating the Services; and (c) payment by the Customer to the invoicing entity in accordance with these Terms shall constitute valid discharge of the Customer’s payment obligations to Maersk.

12. Tax

12.1 The Services are set up as a network umbrella structure whereby Maersk will provide Services to the Customer from its network of entities. As a result, the Customer’s affiliates can request Services from Maersk through the submission of a purchase order, work order or similar instruction to a Maersk affiliate different from the contracting Maersk entity in an Agreement. Any purchase order, work order or similar instruction which falls outside the scope of an Agreement may be subject to separate pricing and terms.

12.2 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 centralised invoicing to the Customer is required.

12.3 If Maersk is required to invoice or collect any tax or levy associated with the Customer’s purchase of, payment for, access to or use of the Services, Maersk will issue an invoice to the Customer including the amount of that tax or levy, itemised where required by law, unless the Customer provides Maersk with a valid certificate authorised 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 whether any available exemption from the incidence of a tax or levy applies.

12.4 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.

13. Implementation Data and Service Levels

13.1 The Customer shall, in a timely, complete and lawful manner, provide Maersk with all relevant information and data in relation to the Goods anticipated to be managed or handled as part of the Services (the “Implementation Data”) in accordance with any SOP agreed between the Parties in writing. The Customer confirms that the Implementation Data represents the Customer’s best estimates of its service requirements and the Customer acknowledges that Maersk will rely upon the Implementation Data in determining its Charges, staffing, cost, Services and asset requirements.

13.2 If, following the provision of the Implementation Data under clause 13.1: (a) the Customer becomes aware that the Implementation Data is; or (b) there is a risk that the Implementation Data will be, inaccurate, incomplete or unlawful, the Customer will, as soon as possible without undue delay, provide Maersk with revised Implementation Data.

13.3 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’s or any third party’s failure to provide Maersk with Implementation Data, revised Implementation Data or access to such data in accordance with this clause 13, or due to the Implementation Data or revised Implementation Data being inaccurate, incomplete or unlawful. Such Implementation Data is extended to include data which Maersk obtains and purchases 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.

13.4 Any key service levels, or other targets, agreed between the Parties in writing shall be used as an instrument to monitor the performance of either Party’s obligations under the Agreement. Service levels can be used as an indication that corrective actions may be necessary to improve either Party’s performance of its obligations; however, failure to meet any one or more service levels or other targets shall not be regarded as a breach of the Agreement, nor entitle either Party to claim damages or take any other action under the Agreement.

14. Customer Data

14.1 The Customer grants Maersk and its sub-processors a non-exclusive, worldwide right to use the 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 and Transaction Data that do not identify the Customer or any individual users (as such term is defined in a work order) for Maersk’s 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 the Customer or the Customer’s business, or personally identifiable or sensitive information as defined by any applicable laws.

14.2 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’s or any third party’s failure to provide Maersk with Customer Data, revised Customer Data or access to Customer Data in accordance with these Terms, or due to the Customer Data being inaccurate, incomplete or unlawful. Such Customer Data is extended to include data which Maersk obtains and purchases 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.

15. IT Systems and Integration

15.1 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.

15.2 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.

15.3 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 Licence Terms, EDI Terms, Data Privacy and any other applicable terms available on request and at https://terms.maersk.com;
(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 Maersk’s systems; and/or (ii) any system or source belonging to a third party which the Customer has requested Maersk to receive as part of the Services; and
(c) any liability will include information and data that Maersk has obtained or purchased from a third party as part of providing the Services to the Customer or any third party under the Agreement.

15.4 In the event that Maersk becomes a data processor as per current data privacy regulations, the Parties agree to enter into a separate Data Processing Agreement.

16. Indemnity

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

(a) the nature of the Goods;
(b) the Customer’s negligence or any act or omission by the Customer;
(c) any breach by the Customer of any of the Customer’s obligations under these Terms or the Agreement;
(d) Maersk incurring any loss or damage, or becoming liable to any other party (including but not limited to a Customs Authority, any logistics provider or any other governmental authority), or incurring additional costs by reason of Maersk carrying out the Customer’s instructions. The confiscation or detention of the Goods by a Customs Authority or other governmental authority shall not affect or diminish the Customer’s indemnity to Maersk;
(e) any breach of Applicable Law; and
(f) Maersk incurring any liability whatsoever in excess of its liability under these Terms, 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, Subcontractors or Related Parties.

17. Liability

17.1 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 wilful misconduct of Maersk.

17.2 Without prejudice to the generality of clause 17.1, if Maersk’s provision of the Services is affected, prevented or delayed by:

(a) any Customer Default;
(b) any Force Majeure Event; or
(c) any Third Party Acts (including, without limitation, circumstances where the Goods are being presented to, examined, inspected or handled by a Customs Authority or other government authority),

then: (i) 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, Force Majeure Event or Third Party Acts; and (ii) the Customer shall reimburse Maersk on first written demand for any costs or losses sustained or incurred by Maersk arising directly or indirectly from any Customer Default or Third Party Acts.

17.3 Except as provided in an Agreement and subject to the limitations in this clause 17, if any loss, damage, expense or delay occurs during Maersk’s provision of the Services, Maersk assumes no liability as a carrier and shall not be held responsible for any loss, damage, expense or delay to the Goods. When Maersk carries, stores or otherwise physically handles any Goods, it does so subject to the limitations of liability set out in this clause 17.

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

(a) Maersk shall not be liable to the 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 or damage to goodwill, or for 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 any action taken or any fines or penalties assessed by any governmental agency arising out of or in connection with the failure by the Customer to comply with Applicable Law or the requirements or regulations of any governmental agency, or with any notification issued to the Customer by any such agency;
(d) Maersk’s maximum liability to the 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; and (ii) USD 10,000 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; and
(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.

17.5 Maersk shall under no circumstances be liable for any loss, damage, expense or delay to the Goods for any reason whatsoever when said Goods are in the custody, possession or control of Subcontractors or agents of the Customer or any third party.

17.6 Maersk shall be discharged from all liability unless: (a) The Customer must give Maersk written notice of any claim arising from apparent defects or deficiencies in the MCS Services within fourteen (14) days after completion of the specific MCS Services giving rise to the claim. For defects or deficiencies that could not reasonably have been discovered within that period, the Customer must give written notice within fourteen (14) days after the Customer first became aware, or ought reasonably to have become aware, of the facts giving rise to the claim, and in any event no later than six (6) months after completion of the relevant MCS Services.

17.7 The defences, limits and exclusions of liability and the notification of claims and time-bar provisions set out in these Terms shall apply in any action against Maersk arising out of or in connection with the Services or any Agreement or its termination, whether the action is founded in contract, tort, breach of express or implied warranty or otherwise, and even if the loss or damage arose as a result of negligence, wilful misconduct or fundamental breach of contract.

18. Sanctions & Export Controls and Anti-Corruption

18.1 Each Party represents and undertakes that, in requesting or performing the Services, it and all of its affiliates, directors, officers and sub-contractors will comply in all material respects with all Applicable Laws, including but not limited to the rules, regulations or similar instruments relating to Sanctions & Export Controls, Anti-Corruption Laws, foreign trade controls and competition law.

18.2 For the purposes of compliance with clause 18.1:

(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;e
(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 any person or entity in respect of transactions prohibited by foreign trade controls or which could otherwise damage the other Party’s commercial or other reputation interests, even if not in violation of any foreign trade controls, in each case except with the other Party’s prior written consent;
(c) the Customer warrants that it has obtained all necessary export, re-export and/or import licences 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) the 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) the Customer will provide all Sanctions & Export Control licences for all items being shipped pursuant to the Services, if any are required, to Maersk prior to Maersk providing any Services; and
(f) each Party shall establish processes and maintain policies and procedures to prevent violation of this clause 18.

18.3 Notwithstanding any other provision in these Terms, if a Party materially breaches any of its obligations or representations in this clause 18, the other Party may terminate the Services, any Agreement and/or any Individual Booking with immediate effect and without incurring any liability. The indemnity provisions of clause 16 shall apply to any breach of this clause 18.

19. Confidentiality

19.1 All Confidential Information provided or obtained in connection with the request or the performance of the Services shall not be disclosed to any third party (other than Related Parties) without the prior consent of the other Party, unless such disclosure is required by Applicable Law.

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

19.3 This clause 19 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.

19.4 All Confidential Information and all information and data provided by a Party is and shall remain the property of that Party.

20. Personal Data Protection

20.1 During the normal course of 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’s 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 organisation operates and hereby authorise 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.

20.2 If personal data of the Customer, its customers, vendors, representatives and/or end-consumers 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.

21. 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 or limited liability company) between the Customer and Maersk.

22. 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.

23. Assignment and Subcontracting

23.1 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.

23.2 The Services may be subcontracted by the Maersk Group on any terms whatsoever to any entity within the Maersk Group or to any 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.

23.3 The Customer undertakes that no claim shall be made against any Subcontractor, agent, employee or servant 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, the Customer shall indemnify Maersk and any member of the Maersk Group against all consequences thereof, including any costs incurred by Maersk therefrom.

23.4 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 (the “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.

23.5 Maersk may at its sole discretion nominate any entity within the Maersk Group having the required licences and authorisations to provide the services contracted herein and cause the nominated entity to assume all rights and obligations of Maersk under these Terms. The nominated entity shall raise invoices against the Customer for the services performed by such entity, which shall be paid to such nominated entity directly in accordance with these Terms. If the nominated entity breaches its obligations under these Terms, the Customer shall reserve the right to claim against the nominated entity only, and no other entity within the Maersk Group shall have any liability for the nominated entity’s acts or omissions, regardless of the form of action and 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 principle.

24. Third Party Rights

24.1 The Subcontractors and all members of the Maersk Group, together with the Related Parties, are hereby entitled to enforce and have the benefit of all of the liability provisions, warranties, indemnities, limitations and exclusions of liability contained in these Terms which benefit Maersk, and 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 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.

24.2 Except as stated in clause 24.1, no third party may enforce, or otherwise have the benefit of, any provision of these Terms or any Agreement. Maersk shall not be liable to any third party in connection with the Services and/or any Deliverables, unless otherwise agreed between the Parties in writing. The 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.

25. Entire Agreement

25.1 These Terms and/or the Agreement and any documents referred to in 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.

25.2 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 is hereby excluded (including without limitation where such representations or statements were made negligently), provided always that this clause 25.2 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 conditions, warranties and 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.

25.3 These Terms apply to the Services to the exclusion of any other terms that the Customer may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

26. 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.

27. Counterparts

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

28. 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. The relevant address of both Parties shall be as stated in the Agreement or the Booking Confirmation (as applicable).

29. Compulsory Legislation and Severability

29.1 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. If any part of these Terms is inconsistent with such Compulsory Legislation, to that extent such part shall, as regards such element of the Services, be overridden to that extent and no further.

29.2 These Terms and/or the Agreement 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 or the Agreement is prohibited or invalid under Applicable Law, that provision will be ineffective only to the extent of that prohibition or invalidity.

30. Governing Law and Jurisdiction

30.1 These Terms and any agreement incorporating these Terms, and any non-contractual matters arising in connection with them, shall be governed by and interpreted in accordance with English law.

30.2 All contractual or non-contractual disputes arising out of or in connection with these Terms, the Services or 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 the Customer at any other court of competent jurisdiction.

30.3 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 30 shall be considered to be a non-exclusive jurisdiction clause. Alternatively, and at Maersk’s sole option, Maersk 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 or annexed to it may be translated into the official language of the court where such action has been brought.

31. Use of Customer Name and/or Logo

31.1 The Customer hereby grants Maersk a non-exclusive, royalty-free, worldwide licence to use the Customer’s name and/or logo for Maersk’s marketing and promotional purposes, including but not limited to use on Maersk’s website, marketing materials, presentations and case studies.

31.2 This licence shall remain in effect from the Commencement Date of the Services and shall continue until such time as the Customer provides Maersk with thirty (30) days’ prior written notice of revocation.

31.3 Upon receipt of such written notice, Maersk shall, within a reasonable period not to exceed thirty (30) days, cease any new use of the Customer’s name and/or logo in marketing and promotional materials; provided, however, that Maersk shall not be required to recall or destroy any materials already produced or distributed prior to the effective date of revocation.

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