Standard Trading Conditions

The Customer's attention is drawn to the specific clauses hereof which exclude or limit the Company's liability (clauses 59 to 69) and those which impose obligations on the Customer and which require the Customer to indemnify the Company in certain circumstances 

Interpretation

1. In these Conditions:

(a) "Affiliate" means, in relation to:

• (i) the Customer, any Person who controls, is controlled by or is under the common control of that party;
   
• (ii) the Company, any Person which is directly or indirectly controlled by A.P. Møller-Mærsk A/S,
   
• where control is defined by having the direct or indirect right to direct the management of a party. 

(b) "Authority" means any duly constituted legal or administrative Person or governmental agency, which exercises jurisdiction or has authority within any nation, state, municipality, port, or airport.

(c) "Charges" means all freight, costs, fees, expenses, commissions, duties, penalties, taxes, surcharges and/or charges payable to the Company in respect of the Services and/or these Conditions, including as may be set out in a Quotation, a Service Order or as may be displayed on the Company's website.  

(d) "Company" means the Person who is a member of the Maersk Group and who contracts to supply the Services.

(e) "Compulsory Legislation" means an international convention or national law which applies compulsorily to any element of the Services.

(f) "Conditions" means these Standard Trading Conditions as may be amended from time to time in accordance with the terms hereof.

(g) "Contract" means the agreement between the Company and the Customer, which consists of the Service Order and these Conditions. 

(h) "Controlled Goods" has the meaning given to it in clause 24;

(i) "Customer" means any Person for whom the Company agrees to provide or arrange a Service.

(j) "Customs Services" means the carrying out of customs formalities, the processing of custom relief and/or the accomplishment of any other regulatory formalities, in relation to the import, export, movement and/or storage of the Goods, on behalf of the Customer.

(k) "Dangerous Goods" means goods, which are or may become dangerous, hazardous, noxious (including radioactive materials), flammable, explosive or which are or may become liable to damage any property, person or the environment whatsoever and whether or not so listed in any official or unofficial, international or national code, convention, listing or table. 

(l) "Digital Services User Terms" means the Maersk Digital Services User Terms as amended from time to time, a full copy of which can be viewed at Digital Services User Terms | Maersk Terms and a full copy of which is available on request. 

(m) "Goods" means the whole or any part of the cargo and any packaging, including Dangerous Goods and any Transport Unit not supplied by or on behalf of the Company, in respect of which the Company provides Services.

(n) "Information" means data, messages, advice, and/or information (including electronic data) in any form.

(o) "Information System" means any computer hardware, infrastructure, computer software, website, platform, portal, communication lines and Information processing technologies operated, provided and/or otherwise used, directly or indirectly, by the Company, the Customer or any third party in connection with the Services or as a Service in itself (including any system which sends, stores or receives Information, or is otherwise used for Information interchange). 

(p) "Instructions" means a written instruction, order or direction issued by or on behalf of the Customer, an Authority and/or any other Person entitled to give them.

(q) "Maersk Group" means A.P. Møller-Mærsk A/S and its Affiliates.

(r) "Maersk Terms for Carriage" means the Maersk terms for carriage as amended from time to time, a full copy of which can be viewed at Terms for Carriage | Maersk Terms and a full copy of which is available on request.

(s) "Maersk Terms for Customs Services" means the Maersk terms for customs services as amended from time to time, a full copy of which can be viewed at Terms for Maersk Customs Services ("MCS") | Maersk Terms and a full copy of which is available on request.

(t) "Person" includes natural persons and bodies of persons whether corporate or incorporate, and includes a reference to that person's legal and personal representatives, successors and permitted assigns.

(u) "Quotation" has the meaning given to it in clause 39.

(v) "Relevant Provisions" means the terms, rights, defences, warranties, conditions, exceptions, limitations, indemnities and liberties contained in these Conditions benefiting the Company, including clause ‎77 (Jurisdiction and governing law).

(w) "Relevant Third Parties" has the meaning given to it in clause 35(b).

(x) "SDR" means Special Drawing Right as defined by the International Monetary Fund and calculated as at the date when settlement is agreed or the date of any judgment.

(y) "Sea Carriage" means the carriage of Goods by sea, including inland haulage for multimodal transport, covered by a Transport Document issued by or on behalf of the Sea Carrier. 

(z) "Sea Carrier" means Maersk A/S of 50 Esplanaden, 1263 Copenhagen K, Denmark.

(aa) "Service Order" means any of, or combination of, the following: contract output, booking note, email, online order made through an Information System or other document containing the details of the parties to the Contract and the principal commercial terms and any other document attached or referred to therein.

(bb) "Services" means the whole or any part of any physical, management, consulting, agency and/or business process services and/or activities of whatsoever nature undertaken by the Company in respect of the Customer and/or in relation to Goods, including loading, packing, consolidation, stuffing, transporting, carriage, unloading, unpacking, de-stuffing, deconsolidation, warehousing, storage and any other operations and services of whatsoever nature undertaken by or performed by or on behalf of the Company in relation to the Goods and/or cargo or supply chain management services and related documentary, customs, data visibility services and/or other information technology processes and services.  

(cc) "Subcontractor" includes charterers and operators of vessels (other than the Company), stevedores, terminal and groupage operators, road, rail and air transport operators, forwarding agents, warehousemen, Information System providers, data aggregators and any independent contractors and agents employed by the Company and/or a member of the Maersk Group in the performance of the Services and any direct or indirect subcontractors, agents and servants thereof, whether in direct contractual privity or not.

(dd) "Tax or Taxes" means any public imposition including federal, state and local taxes, public duties and levies, capital gains tax, freight taxes, surtax, excise tax, transfer tax, stamp tax, business tax, withholding taxes, software or technology taxes, customs duties, and any similar public impositions imposed, assessed or collected by or under any Authority. Tax includes any fine, penalty, interest, and any kind of additional or incidental payments related thereto.

(ee) "Transport Document" means a "bill of lading" (whether or not negotiable), "waybill", "air waybill", "rail consignment note", "trucking note" or similar transport document for the carriage of Goods (whether issued in paper or electronic form).

(ff) "Transport Unit" means any packing case, pallet, container, flat rack, platform, trailer, unit load device, transportable tank or other item used for or in connection with the carriage of Goods by land, sea or air.

(gg) "VAT" means value added tax, goods and services tax, turnover tax, sales tax, use tax, and any similar tax. VAT includes any fine, penalty, interest, and any kind of additional or incidental payments related thereto.

(hh) "Vehicle" means any vehicle, including, any lorry, van or car.

(ii) "Warehouse" means a storage facility from where the Company or a Subcontractor provides the Services.

2. In these Conditions:

2.1 Headings of clauses or groups of clauses in these Conditions are for convenience only and do not affect the interpretation of these Conditions.

2.2 Should any clause, or part of a clause, be found to be void, invalid or unenforceable, the remainder of these Conditions not affected by such invalidity or unenforceability shall remain in full force and effect.

2.3 The singular includes the plural and vice versa (unless the context otherwise requires).

2.4 Any words following the terms "including", "include", "in particular", "for example", "etc" or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. Where the context permits, "other" and "otherwise" are illustrative and shall not limit the sense of the words preceding them.

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

Application

3. Subject to clauses 2.5 (Compulsory Legislation), 4 (Bespoke Agreement), 5 (Information System), 6 (Sea Carriage), 7 (Customs Services), 8 (Transport Document), and 59 (Compulsory Legislation applicable to loss or damage to Goods or delay) all Services provided by the Company are subject to these Conditions, and the Service Order (if any). The provisions of clauses 12 and 13 (Services as agent) shall apply only to the extent that the Company provides any of the Services as agent. The provisions of clauses 14 and 15 (Services as principal) shall apply only to the extent that the Company provides any of the Services as principal. The other clauses will apply to all Services regardless of the legal capacity of the Company. The Customer agrees to be bound by these Conditions by requesting Services.

4. Bespoke Agreement. If the Company and the Customer have entered into a separate bespoke agreement, the provisions of such agreement shall apply to the services covered by such agreement. To the extent that such agreement does not cover all the services provided by the Company, these Conditions shall apply to the element of the services not covered by such agreement. 

5. Information System. Where the Customer uses and/or accesses any Information System provided by the Company or any member of the Maersk Group the Customer's use and/or access of such Information System shall be governed by the Digital Services User Terms, which shall apply in addition to these Conditions, provided that the provisions of the Digital Services User Terms shall prevail in so far as any of them are inconsistent with these Conditions.

6. Sea Carriage. The Sea Carriage will be provided by the Sea Carrier. The Maersk Terms for Carriage and any other terms of the Transport Document shall apply to the Sea Carriage provided by the Sea Carrier, which shall apply in addition to these Conditions and shall prevail in so far as any of them are inconsistent with these Conditions. In respect of Sea Carriage, the Company (when it is not the Sea Carrier) acts as agent for and on behalf of the Sea Carrier and these Conditions, and the Service Order (if any), shall apply.

7. Customs Services. The provision of Customs Services by the Company shall be governed by the Maersk Terms for Customs Services, which shall apply in addition to these Conditions, provided that the provisions of the Maersk Terms for Customs Services shall prevail in so far as any of them are inconsistent with these Conditions. The parties agree that the Maersk Terms for Customs Services shall apply to Customs Services as defined in these Conditions.

8. Transport Document. Where a Transport Document is issued by or on behalf of the Company which provides that the Company contracts as carrier, the provisions set out, or incorporated, in the Transport Document (if any) shall apply to the element the Services covered by such Transport Document in addition to these Conditions, provided that the provisions set out, or incorporated, in the Transport Document (if any) shall prevail in so far as any of them are inconsistent with these Conditions. 

Modifications and updates 

9. The Company reserves the right, at its sole discretion to amend, modify, or update these Conditions at any time. Any such amendments, modifications, or updates shall become effective immediately upon being published or otherwise made available by the Company through its usual communication channels, including publication on Terms | Maersk Terms or direct communication to the Customer, and all Contracts concluded by the Company and the Customer after such publication shall be subject to the amended Conditions.

Legal capacity

10. All Services are provided by the Company as agent, except in the following circumstances where the Company acts as principal:

• (a) to the extent that the Company expressly agrees in writing to act as a principal;
   
• (b) where the Company performs any of the Services but only to the extent that such Services are performed by the Company itself or its Subcontractors and the Goods are in the actual custody or control of the Company or its Subcontractors;
   
• (c) where a Transport Document is issued in respect of any element of the Services, which provides that the Company contracts as carrier; or
   
• (d) where the Company is held by a court of competent jurisdiction to have acted as principal.

11. Without prejudice to the generality of clause 10:

• (a) the charging by the Company of fixed Charges for any Services shall not in itself determine or be evidence that the Company is acting as an agent or a principal in respect of such Services;
   
• (b) the Company acts as an agent where the Company procures a Transport Document between a Person, other than the Company, and the Customer, including where the Transport Document provides that a member of the Maersk Group (including the Sea Carrier) contracts as carrier; and
   
• (c) in relation to Customs Services, the Company acts as a Direct Representative of the Customer (as defined in the Maersk Terms for Customs Services), and save as permitted under the Maersk Terms for Customs Services, never as an Indirect Representative (as defined in the Maersk Terms for Customs Services).  

Services as agent

12. Where and to the extent that the Company acts as an agent, it has the express authority of the Customer to:

• (a) enter into contracts with third parties 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 third parties, or otherwise, including any Transport Document issued by such third parties, and the Company will sign such contracts for and on behalf of the Customer as agent only; and
   
• (b) do such acts so as to bind the Customer by such contracts.

13. Where and to the extent that the Company acts as an agent:

• (a) it acts solely on behalf of the Customer in securing contracts with the third parties referred to in clause 12(a) above, so that direct contractual relationships are between the Customer and such third parties even where a contract is signed in the name of the Company; and
   
• (b) it shall not be liable for the acts and omissions of such third parties.

Services as principal

14. Where and to the extent that the Company contracts as principal, the Company shall have the full liberty to perform the Services itself or to subcontract on any terms whatsoever the whole or any part of the Services to any Subcontractors or any member of the Maersk Group (or both).

15. Unless agreed otherwise in writing, where and to the extent that the Company contracts as principal, the Company shall be entitled to perform the Services by any route, means or Persons and to do such acts as in the opinion of the Company may be necessary or incidental to the performance of the Company's obligations.

Obligations of Company

16. The Company will perform the Services with a reasonable degree of care, skill, and judgment.

Obligations of Customer

17. The Customer and any Person acting on the Customer's behalf shall give lawful, sufficient, and executable Instructions.

18. The Customer warrants that:

• (a) it is either the owner of the Goods or the authorised agent of the Person owning or entitled to possession and/or control of the Goods;
   
• (b) it accepts these Conditions not only for itself, but also as authorised agent for and on behalf of any Person owning or entitled to receive the Services or have possession and/or control of the Goods;
   
• (c) the description and particulars of the Goods, including their nature, size, shape, marks, numbers, quantity and weight, gross mass (including the verified actual gross mass of any container packed with packages and cargo items), and measurements of any Goods are full and accurate;
   
• (d) the Goods are properly and sufficiently packed, marked, labelled, stuffed and stowed (i) in a manner appropriate to any operations or transactions affecting the Goods and the characteristics of the Goods and (ii) in compliance with all laws, regulations and requirements which may be applicable to the Services and/or the Goods;
   
• (e) the Goods do not include any of the goods listed by the Company as prohibited or restricted from time to time or any goods prohibited or restricted by the law or regulation of any Authority of any country where the Services are provided;
   
• (f) the Goods do not contain any contraband, stolen goods, or other illegal material or substances, stowaways or any goods which violate any intellectual or other property rights of any third party and the Customer undertakes not to provide the Company with any Instruction that will or may violate such rights;
   
• (g) save where the Company has expressly agreed in writing to deal with Dangerous Goods in accordance with clause 23, the Goods do not comprise, contain or are packaged in any Dangerous Goods or illegal substance and the Goods are not and will not become liable to damage any property, person or the environment;
   
• (h) where a Transport Unit is used to carry the Goods:
   
  • (i) the Goods are suitable for carriage in a Transport Unit;
     
  • (ii) the Transport Unit is suitable and free of defects, except where the Transport Unit has been supplied by or on behalf of the Company; and
     
  • (iii) the Transport Unit is sealed at the commencement of the carriage, except where the Company has agreed to seal the Transport Unit.

Compliance with applicable laws

19. The Customer warrants that:

• (a) it has complied with all applicable laws, rules and regulations, including the export laws and government regulations of any country in which the Goods may be stored or handled and any country to, from, or through which the Goods may be carried or where the Services may be performed;
   
• (b) the Goods and/or Services do not require the Company to obtain any special license or permit for transportation, exportation, importation or handling of the Goods or Information and, to the extent required by law or regulation, the Customer has obtained all necessary export, re-export, and/or import licenses or permits and provided copies of necessary documentation to the Company;
   
• (c) neither the receipt, delivery or handling of the Goods nor any payment or other activity or transaction relating to the Goods will expose the Company or any member of the Maersk Group, the Subcontractors or any of their employees, servants, agents, banks, insurers or reinsurers to any sanction, prohibition or penalty (or any risk of sanction, restriction, prohibition or penalty) whatsoever imposed by any state, country, supranational or international governmental organisation or other Authority;
   
• (d) neither the Customer nor any Person the Customer trades with in relation to or in connection with the Goods, is or is owned or controlled by or is acting on behalf of a Person which is included on any list of individuals or entities with whom transactions are currently prohibited or restricted under any sanction, prohibition or restriction imposed by any state, country, supranational or international governmental organisation or other Authority, including the United Kingdom Sanctions List, the consolidated list of financial sanctions targets in the United Kingdom, the Consolidated United Nations Security Council Sanctions Lists or the US list of Specially Designated Nationals; and 
   
• (e) the Goods are not intended to be used in the design, development, or production of nuclear, chemical, or biological weapons.

20. The Customer shall promptly provide in writing all information required, and execute all documents and do all acts and things reasonably required, in order to enable the Company to (i) arrange and safely perform the Services for the Customer and (ii) comply with all laws, regulations and conditions applicable to the Goods within all actual and potential countries of storage, despatch, delivery and/or transit.

21. The Company assumes no liability to the Customer, or any other person, for any loss or expense including fines and/or penalties due to the Customer's failure to comply with any applicable export laws, rules, regulations, licenses or permits. 

22. Any due diligence procedures or information requests that the Company may undertake in relation to the Goods and/or Persons involved in the Services are for its own benefit and shall not affect or in any way lessen the Customer’s obligations under clause 19, nor shall any alleged or actual failure of the Company to identify a breach of clause 19 by Customer absolve the Customer of any of its responsibilities hereunder.  

Goods requiring special handling

23. Dangerous Goods

• (a) Unless otherwise agreed in writing in advance, the Customer shall not deliver to the Company or cause the Company to deal with or handle Dangerous Goods.
   
• (b) If the Company agrees to accept Dangerous Goods, the Customer or someone acting on its behalf, shall give the Company written notice of the nature of the Dangerous Goods prior to the Company’s receipt of the Goods. The written notice shall include all information necessary for the Company to perform its obligations in connection with the Dangerous Goods in accordance with all applicable laws, regulations or requirements (or any combination of the foregoing), including information about the characteristics of the Dangerous Goods, the appropriate manner and method of storage, handling and transportation of the Dangerous Goods. The Dangerous Goods must be distinctly marked on the outside so as to indicate the nature and characteristics of the Dangerous Goods and so as to comply with all applicable laws, regulations and requirements. Additional charges may apply to the handling of Dangerous Goods.
   
• (c) Dangerous Goods which have been tendered to the Company in breach of clause 23 or which, in the opinion of the Company, constitute a risk to other goods, property, life or health may, at the sole discretion of the Company or any other person in whose custody they may be at the relevant time and without notice to the Customer, be destroyed or otherwise dealt with at the expense and risk of the Customer and without liability to the Company.

24. Controlled Goods

• (a) The Customer undertakes not to tender for transportation, handling or storage any Goods that require temperature, ventilation and/or any other kind of atmosphere or environmental control ("Controlled Goods") without:
   
  • (i) the Customer giving written notice of their nature and particular temperature, ventilation and/or other atmosphere or environmental requirements; and 
     
  • (ii) the Company agreeing in writing to provide Services in respect of such Controlled Goods, 
     
  • prior to the Company accepting a booking for such Controlled Goods and in any event prior to the Company’s receipt of the Controlled Goods, provided that where the Company is not given sufficient prior notice of the nature and particular temperature, ventilation and/or other atmosphere or environmental requirements, the Company shall have no obligation to take delivery of the Controlled Goods. Additional charges may apply to the handling of Controlled Goods.
     
• (b) The Customer undertakes that any Controlled Goods delivered by or on behalf of the Customer have, where appropriate, been properly pre-cooled or ventilated. 
   
• (c) In the case of a temperature and/or atmosphere controlled Transport Unit stuffed or loaded by or on behalf of the Customer, the Customer further undertakes that:
   
  • (i) the Transport Unit and Goods have been properly pre-cooled, pre-heated or otherwise prepared as appropriate;
     
  • (ii) the Goods have been properly stuffed or loaded in the Transport Unit in accordance with Company’s guidelines or otherwise best industry practice; and
     
  • (iii) the Transport Unit’s thermostatic or other controls have been properly set and checked by or on behalf of the Customer.
     
• (d) If any of the requirements in clause 24(b) or 24(c) are not complied with, the Company shall not be liable for any loss of or damage to the Controlled Goods caused by such non-compliance. 

25.    

• (a) Unless otherwise agreed in writing in advance, the Customer undertakes that it shall not deliver to the Company or cause the Company to deal with or handle any Goods which require special treatment or extra precautions, or which, in Company’s sole discretion, may expose the Company to additional risk, cost or requirements during storage, handling or transportation by virtue of their characteristics. Such Goods may include, live animals, mail, overweight or over gauge Goods, or rare or high value Goods (including bank notes, rare metals, artwork, rare or irreplaceable goods, negotiable documents or bonds).
   
• (b) Acceptance by the Company of any such Goods is subject to:
   
  • (i) the Company agreeing in writing to provide Services in respect of such Goods; 
     
  • (ii) the Customer having the required licences and/or documentation for such Goods in place; and
     
  • (iii) the Customer paying any additional reasonable Charges to the Company for accepting such Goods. 

26. If any Goods are likely to taint or affect other goods, or are liable to cause contamination, soiling and remedial cleaning expenses to be incurred, or are likely to harbour or encourage vermin or other pests, they may, without notice to the Customer, be destroyed or otherwise dealt with at the expense and risk of the Customer and without liability to the Company.

Special instructions

27. Unless otherwise agreed in writing, the Company does not undertake that the Goods or any documents shall depart, arrive, or be available on particular dates or take a particular route.

28. Instructions relating to the delivery of Goods against payment or surrender of a particular document shall be in writing and subject to the Company's prior written approval.

29. The Company shall not be obliged to make any declaration for the purposes of any statute, convention or contract as to the nature or value of any Goods or as to any special interest in delivery, unless express written Instructions to that effect have been accepted in writing by the Company.

Supply chain security requirements

30. The following shall apply where Company has Authorised Economic Operator status  or the equivalent accreditation in another relevant jurisdiction ("Supply Chain Security Accreditation"):

• (a) As part of its obligations under the relevant regulations applicable to its Supply Chain Accreditation, the Company shall at all times ensure that its business partners contribute to a secure international supply chain of goods. 
   
• (b) To ensure compliance with the relevant regulations applicable to the Company's Supply Chain Security Accreditation, the Customer shall ensure that any information which is sensitive from a security aspect is not disclosed to unauthorised parties. In addition, the Customer shall, including when contracting sub-contractors and/or business partners, ensure that at all times it fulfils and complies with any applicable national and international regulations pertaining to security and protection. Such obligation applies in particular to individuals holding a leading position at the Customer as well as any position having a direct connection to the handling, storage and movement of goods. For example, such position must not be held by individuals registered on any from time to time existing black lists issued as a result of national and international regulations pertaining to security and protection.
   
• (c) The Customer shall ensure that it takes all the steps required to ensure the Company complies with the relevant regulations applicable to the Company’s Supply Chain Security Accreditation and the Customer shall not do anything which could in any way jeopardise the Company's Supply Chain Security Accreditation.

31. Where the Company has a Supply Chain Security Accreditation but the  the Customer does not have the same, then without prejudice to the generality of clause 30, the Customer warrants that: 

• (a) Goods which are incorporated, stored, forwarded, or carried are: 
   
  • (i) produced, stored, prepared and loaded in secure business premises and securing loading and shipping areas; and 
     
  • (ii) protected against unauthorized interference during production, storage, preparation, loading and transport;
     
• (b) reliable staff are employed for the production, storage, preparation and loading and transport of these Goods; and
   
• (c) business partners who are acting on the Customer’s behalf adopt measures identical to those set out in this clause 31 to ensure the supply chain’s security.

Emissions Regulation 

32.    

• (a) The Company may directly or indirectly be subject to regulatory or other industry-wide requirements relating to emissions, fuel, purchase of allowances, or otherwise make payments calculated by reference to Company’s or Subcontractor’s emissions, or any other regulation whatsoever relating to decarbonization or any other environmental concern (each an "Emissions Regulation"). 
   
• (b) The Customer acknowledges that Emissions Regulations may arise in any jurisdiction in which the Company performs activities with any of its customers and an Emissions Regulation may not yet be envisaged, implemented or in full force and effect as of the date the Customer and Company agree Charges.
   
• (c) Specifically and without limitation, the Customer agrees that each of the following will be considered to be an Emissions Regulation under these Conditions: 
   
  • (i) Amendments to MARPOL Annex VI, introducing an Energy Efficiency Design Index (EEDI), Energy Efficiency Existing Ship Index (EEXI) and Carbon Intensity Indicator (CII), known in the industry as “the IMO 2023 regulations”;
     
  • (ii) The European Union Emissions Trading System (ETS) as applicable to the Services; 
     
  • (iii) The United Kingdom ETS as applicable to as applicable to the Services;
     
  • (iv) The FuelEU Maritime Initiative; 
     
  • (v) The Carbon Offsetting and Reduction Scheme for International Aviation (CORSIA); and
     
  • (vi) The European Union ReFuelEU Aviation scheme. 
     
• (d) Where the Company is subject to one or more Emissions Regulation(s), the Customer shall pay to the Company an amount assessed by the Company in the Company’s sole discretion as being the Company business cost of complying with that or with those Emissions Regulation(s) in performing the Services.

Cargo insurance

33.     

• (a) The Company shall not provide any cargo insurance solutions to the Customer unless it agrees to do so in writing, in which case the Company shall not be under any obligation to effect a separate insurance on the Goods but may declare it on any open or general policy.
   
• (b) If the Customer requests a separate insurance on the Goods and the Company agrees in writing to arrange such separate insurance this will lead to the formation of a separate contract of insurance between the Customer and insurance underwriters which is subject to the conditions and exceptions incorporated into such policy. Insofar as the Company agrees to arrange such separate insurance, the Company acts solely as agent for the Customer.
   
• (c) The Company is not liable for any acts, omissions, or decisions of the insurance underwriters of any open or general policy or separate contract of insurance whatsoever, and should the insurance underwriters dispute liability to settle a claim for any reason whatsoever, the Customer shall not have any recourse against the Company.

Receipt

34.     

• (a) Where Goods, Transport Units and/or Vehicles are to be delivered to the Company’s or a Subcontractor’s premises, they are not received by the Company until the person delivering them has reported to the Company’s or Subcontractor’s reception office or area and the Company or Subcontractor has expressly agreed to receive the Goods, Transport Units or Vehicles.
   
• (b) The Company or Subcontractor may refuse to receive or unload the Goods, Transport Units or Vehicles at its discretion where it has reasonable cause to do so, including where the Company or Subcontractor is not satisfied that arrangements have been or will be made for the removal of such Goods, Transport Unit or Vehicle.

General indemnities

35.    

• (a) The Customer shall defend, indemnify and hold harmless the Company against all liabilities, losses, damages, costs (including the costs of investigating and defending any claims), expenses, awards and fines of whatever nature and howsoever assumed, incurred or suffered arising from or out of: 
   
  • (i) any cause arising from or with respect to the Goods for which the Company is not responsible;
     
  • (ii) any breach of any of the warranties or undertakings given or obligations undertaken by the Customer under these Conditions or any Contract, including a breach of clause 23 or 24; 
     
  • (iii) the negligence of the Customer;
     
  • (iv) the Company becoming liable to any other party (including to any Authority, customs inspection stations, ports, rail terminals and any other authorities having legal jurisdiction over any element of the Services and/or the Goods) and/or incurring additional costs in each case by reason of the Company carrying out the Customer's Instructions;
     
  • (v) any Taxes in respect of the Goods and/or Transport Unit, and for all liabilities, payments, fines, costs, expenses, loss and damage assumed, incurred or suffered by the Company in connection therewith regardless of whether such liability arises from, or in connection with a breach of contract, negligence, wilful misconduct or breach of duty by the Company, its agents, servants or Subcontractors, provided that where such liability arises out of the negligence or wilful misconduct of the Company, any member of the Maersk Group or any of their respective agents, servants or Subcontractors, such liability shall by reduced by the Company's maximum liability under clause 61(d);
     
  • (vi) the Company incurring any liability in excess of its liability under the provisions of these Conditions regardless of whether such liability arises from, or in connection with a breach of contract, negligence, wilful misconduct or breach of duty by the Company, any member of the Maersk Group or any of their respective agents, servants or Subcontractors;
     
  • (vii) any contracts made pursuant to clause 12, except to the extent caused by the Company’s negligence.
     
• (b) The Customer undertakes that no claim shall be made against any Subcontractor or member of the Maersk Group or any of their respective agent, employee or servant or any agent, employee or servant of the Company (the "Relevant Third Parties") which imposes or attempts to impose upon any of them any liability whatsoever in connection with the Services and/or the Goods, and if any such claim should nevertheless be made, to indemnify the Company against all consequences thereof including any costs incurred by the Company therefrom.
   
• (c) Without prejudice to the foregoing, all such Relevant Third Parties shall have the benefit of the Relevant Provisions as if such provisions were expressly for their benefit. In entering into a contract for Services, the Company does so (to the extent of the Relevant Provisions) not only on its own behalf, but also as agent and trustee for Relevant Third Parties.

Maersk IP and Information Systems 

36.

• (a) For the purpose of this clause, the following additional definitions apply:
   
  • (i) "Deliverables" means any and all reports, documents, templates, studies, functionality, customization, parameter setting, integration, API, source code, object code, specifications, abstracts, summaries and other work products, output and/or materials created by or on behalf of the Company or its Affiliates, and which may be delivered to the Customer during the course of the Company’s performance of the Services.
     
  • (ii) "Feedback" means any ideas, feedback, Information, know-how and/or recommendation provided directly or indirectly by the Customer and/or its Affiliates to Maersk Group and/or their contractors/subcontractors regarding changes and/or improvements to Maersk Group’s current and/or future product & service offerings (including the Services).
     
  • (iii) "Intellectual Property Rights" means intellectual property rights, including e.g. copyrights and related rights, patents, utility models, trademarks, service marks, trade names, topography rights, design rights and rights in databases, domain names, rights in know-how, trade secrets and all applications or pending applications for such in all cases whether or not registerable in any country and all rights and forms of protection of a similar nature or having equivalent or similar effect anywhere in the world.
     
  • (iv) "Production Data" means all Information used, obtained, collected, shared, processed and/or generated/derived, directly or indirectly, by Maersk Group and/or their clients, and/or contractors/subcontractors in Information Systems and/or in the course of providing the Services, including any know-how, modifications, enhancements and derivative works thereof. Production Data also includes confidential information of the Company.
     
• (b) All rights, title and interest of any kind (including Intellectual Property Rights) to pre-existing information, materials and other rights belonging to a party or its third party licensors before the start of the performance of the Services shall remain vested in that party or its third party licensors.
   
• (c) Notwithstanding anything to the contrary herein, all Intellectual Property Rights, proprietary rights, title and interest in and to (i) Information Systems, (ii) Production Data, (iii) Deliverables and (iv) Feedback, as well as all modifications, enhancements and derivative works to above listed points, are the sole and exclusive property of the Company ("Maersk IP").
   
• (d) Nothing in these Conditions transfers or grants any proprietary or ownership rights to Customer or its Affiliates in respect of Maersk IP nor does it in any way restrict the Company, its Affiliates, agents, servants and/or Subcontractors’ ability to use generic know-how, methodologies and/or anonymised data used, collected, processed and/or generated in the course of providing the Services to Customer and/or its Affiliates. Maersk IP is confidential information of the Company for the purpose of clause 70.
   
• (e) To the extent relevant and permitted by applicable law, the Customer hereby irrevocably assigns, transfers and conveys, and shall cause their Affiliates, agents, servants and Subcontractors to assign, transfer and convey (as well as waiving all non-assignable moral rights to the furthest extent legally possible), to the Company any right, title and interest in and to Maersk IP. 

IT Security

37. The Customer must promptly (and no later than 24 hours from awareness) notify the Company upon becoming aware of any actual or attempted unauthorised access or use of the Information Systems and/or related Information, any unauthorised transaction or attempt to execute an unauthorised transaction in connection with Services or any other circumstance that might be reasonably likely to result in any prejudice to the security, confidentiality or integrity of the Information Systems, Information, and/or login details, including inter alia Personal Data Breaches as defined in EU General Data Protection Regulation.

38. The Company has the right to conduct audits of the Customer’s and all its users’ use of the Services, Information and the Information Systems to verify that such parties comply with the terms and conditions set out in the Conditions or any Contract. Customer and its users shall promptly cooperate with such audit, provide necessary assistance, access and information reasonably requested by the Company, including by providing answers to self-assessment questionnaires etc. 

Quotations and Charges

39. Unless otherwise stated by the Company, quotations or indications of Charges given by or on behalf of the Company ("Quotations") are:

• (a) subject to these Conditions and any specific reservations or conditions contained or referred to in the Quotation;
   
• (b) provided for information purposes only and are not binding on the Company unless the Company agrees in writing to perform the Services at the specific rate or amount set forth in the Quotation;
   
• (c) confidential and strictly for the benefit of the Customer. Quotations may not be shared, transmitted, copied or discussed with any other Person without the prior written consent of the Company; 
   
• (d) subject to the right of withdrawal or revision without notice until binding; and
   
• (e) subject to the requirement for publishing and/or filing in accordance with any law, statute, or regulation.

40. Should the Company send the Customer a written offer to add a new rate under a Contract, or replace an expiring rate under a Contract, the Customer will be deemed to have accepted such offer by: (i) providing to the Company written acceptance of such offer; (ii) the tendering any Goods to the Company for Services; or (iii) otherwise requesting performance of the Services covered by such rate after the date of the offer, provided that such Goods are tendered within the specified rate validity period.

41. Charges may be subject to any surcharge(s) for any reason whatsoever as may be introduced by the Company from time to time. Such surcharges may (without limitation) arise from any disruption to the Company’s business, howsoever caused, including in relation to changes in the manner or rate of taxation, energy price fluctuations, labour issues or disputes, congestion, emergency risks, government or supra-national mandates, capacity or equipment issues or any other cause whatsoever, which affects the Company or any Subcontractor in performance of any Services. Surcharges may be added to the Charges in any amount in the Company’s sole discretion. 

Payments

42. The following provisions shall apply in relation to payment of the Charges:

• (a) The Customer shall pay to the Company, in cash or as otherwise agreed, all Charges immediately when due without deduction or deferment on account of any claim, counterclaim or set-off.
   
• (b) When the Company is instructed to collect Charges from any Person other than the Customer, on receipt of evidence of demand by the Company and in the absence of payment by such other Person when due, the Customer shall be responsible for the same. Any agreement by the Company to collect Charges from any Person other than the Customer shall be without prejudice to the Company’s accrued rights under this clause 42 from the Customer (including the Company's right to charge interest).
   
• (c) Charges are payable based on particulars furnished by the Customer. If such particulars are incorrect, the Customer shall be liable for the correct Charges, and any expenses incurred in connection with such correction, including examining, weighing, measuring or valuing the Goods.
   
• (d) The Company shall be entitled to charge interest on any amount which is outstanding at the higher of (i) the annual rate of 3 (three) per cent above the minimum lending rate set by the national or central bank, as applicable, of the country or territory of the relevant currency and (ii) any statutory rate applicable in the relevant jurisdiction in which the Customer is located. Interest shall be applied for any period after each amount has become overdue, together with reasonable attorney fees and expenses incurred in collecting any sums due. In addition, the Company shall be entitled to charge a late payment fee per invoice overdue in the amount published on its website or otherwise made publicly available, and where no such amount is specified an amount of USD 50 per invoice. 
   
• (e) Payment of Charges to any party other than the Company shall not be deemed payment to the Company, and shall be made at the Customer’s own risk.
   
• (f) No credit is granted to the Customer unless expressly agreed in writing by the Company and credit shall, unless otherwise agreed, be granted on the terms available at Credit Terms | Maersk Terms. Where credit is granted to the Customer under this clause and the credit terms are breached by the Customer, such credit shall immediately be withdrawn.
   
• (g) Payment of any Charges shall not be effective until the amount of the payment is unconditionally and irrevocably transferred to the Company and at the Company’s effective disposal in cleared funds.
   
• (h) Where the invoice to which payment is to be applied is not indicated in the payment message, the Customer will send the Company a separate remittance advice outlining which invoices are included in each payment. In the absence of the Customer’s advice to the contrary, any payment shall be applied to the oldest outstanding invoice(s).
   
• (i) The Customer undertakes to promptly comply with any Instructions in respect of invoicing and/or payments, including in respect of any Authority Information System requiring the acceptance or acknowledgement of documents by the Customer.

43. The invoice raised shall be deemed to be valid, undisputed and correct unless the Customer raises a reasonable bona fide dispute within thirty calendar days of the date of the invoice. Any undisputed part of an invoice must be settled in accordance with these Conditions. A disputed part of an invoice is exempted from the standard payment terms until the dispute has been settled. Once the dispute is resolved, payment, as applicable, must be made in accordance with the original due date.

FX Rates

44. Any sum payable to the Company shall be paid in the currency provided for in the invoice prepared by the Company and sent to the Customer.

45. Where the invoiced amount has been converted from another currency or other currencies, the Company will convert those sums as follows:

• (a) the Company will convert the currency at the prevailing conversion rate at the applicable date for the Service provided under the invoice. The applicable conversion date will be determined based on the billing cycle agreed between the parties; and
   
• (b) the Company may apply, in its discretion, a conversion adjustment, which is calculated as a percentage of the converted sum at the percentage value set out in the table available at the following link for the relevant currency pair (see: Link to Markups table).

46. The conversion rates used by the Company are based on benchmark rates provided by third party suppliers. The Customer hereby waives any right to contest those benchmark conversion rates.

Taxes

47. Except as otherwise stated: 

• (a) The Charges exclude VAT and Taxes payable in respect of or in connection with the Services. Such sums shall be paid without deduction/withholding, unless required by law and provided documentation relating to the deduction/withholding (or its remission to the relevant authority) is provided within ten business days (or as required by law) to enable the Company to obtain any available credit for that amount. If such documentation is not provided, then the deducted/withheld amount shall be regarded as unpaid.
   
• (b) Where the Company is required to account for VAT in respect of the Services, the Customer shall, subject to receiving a valid VAT invoice, pay to the Company an amount equal to such VAT in addition to the consideration for that supply.
   
• (c) Each party shall pay all Taxes properly and lawfully assessed or imposed on it by competent authorities relating to the Services or the transactions contemplated thereto and shall indemnify and keep indemnified the other party against all liabilities, claims or proceedings resulting from failure to pay such Taxes.
   
• (d) Each party shall seek to obtain, and each party shall provide reasonable assistance to the other with obtaining, any exemption, credit or relief from Taxes or deductions/withholding which is available to the parties.

Commissions

48. The Company shall be entitled to retain and be paid all brokerages, commissions, allowances and other remuneration customarily retained by or paid to service providers or freight forwarders.

Liberties and rights of the Company 

49. The Company shall be entitled but under no obligation, to depart from the Customer’s Instructions in any respect if in the reasonable opinion of the Company there is good reason to do so in the Customer’s interest. 

50. The Company may at any time comply or co-operate with the orders or recommendations given by any Authority (including as to the disposition or surrender of any Goods and/or provision of Information about the Services). The responsibility of the Company in respect of the Services and/or Goods shall cease on the completion of Services or delivery or other disposition of the Goods in accordance with such orders, recommendations, or co-operation.

51. If at any time, in the opinion of the Company or any Person whose services the Company makes use of, the performance of the Company’s obligations is or is likely to be affected by any hindrance, risk, delay, difficulty or disadvantage whatsoever and which cannot be avoided by reasonable endeavours by the Company or such other Person, the Company may at its absolute discretion:

• (a) treat the performance of its obligations as terminated and place the Goods or any part of them at the Customer’s disposal at any place which the Company may deem safe and convenient, whereupon the responsibility of the Company in respect of the Goods shall cease, and the Customer shall be responsible for any additional costs to and delivery and storage at such place; or
   
• (b) continue or suspend the performance of its contracted obligations, at its own discretion, and the Customer shall be responsible for any additional costs, expenses and/or Charges incurred by the Company in so doing.

52. If the Customer or any Person acting on its behalf does not take delivery of the Goods or any part thereof at the time and place when and where the Company is entitled to call upon the Customer to take delivery thereof, the Company shall be entitled to store the Goods in the open or under cover at the sole risk and expense of the Customer providing that the Company thereafter takes reasonable steps to bring any such storage to the Customer's attention. Such storage shall constitute delivery of the Goods and the liability of the Company shall wholly cease.

Termination

53. The Company or Customer may terminate any Contract if:

• (a) the other party becomes insolvent, enters into liquidation (apart from solvent liquidation for the purposes of amalgamation or reconstruction) or is dissolved or declared bankrupt or has a receiver, administrator or administrative receiver appointed over all or a substantial part of its assets, or makes a general assignment for the benefit of or enters into an arrangement with its creditors in lieu thereof, or takes or suffers similar action; 
   
• (b) performance of the Contract would be in breach of the sanctions laws of the European Union, United States, United Kingdom or any sanctions as promulgated by the United Nations Security Council or of any country to, from or through which the goods may be carried; or
   
• (c) the other party is in material breach of any obligations under the Contract, which if capable of remedy has not been remedied within thirty (30) days of receipt of written notice from the other party requiring remedy of such breach.

54. Either party may terminate a Contract in the event of any breach by the other party of its confidentiality obligations under clause 70.

55. Where the Customer defaults in the payment or is late in the payment of any amount payable under a Contract and payment is not made within three (3) days of receipt of written notice from the Company demanding the same, the Company may terminate the Contract immediately upon notice to the Customer.

56. The Company may terminate a Contract and/or Services immediately on written notice to the Customer in the event that the Company’s performance of the Contract and/or Services may, in the Company’s reasonable opinion, cause the Company to suffer reputational harm.

57. The termination rights provided for in clauses 53 to 56 are without prejudice to any other rights or remedies under these Conditions or otherwise and without prejudice to the accrued rights and liabilities of the parties as at termination and the continuation of any provision intended to survive termination.

Disposal of goods and lien 

58. The Company shall have the following rights:

• (a) The Company shall have a lien on all Goods and any documents relating to the Goods or Services, funds held and any other goods in respect of which the Company or a member of the Maersk Group is providing services to the Customer and any other goods owned by the Customer ("Other Goods") for all charges (including the Charges) due at any time under these Conditions or otherwise.
   
• (b) The Company shall also have a general lien against the Customer on all Goods and any documents relating to the Goods or Services, funds held and any Other Goods for all sums due at any time from the Customer to any member of the Maersk Group under any other contract.
   
• (c) The Company may exercise its lien at any time and at any place in its sole discretion, whether the Services are completed or not with or without further notice. In any event any lien shall (a) survive the delivery of the Goods and (b) extend to cover the cost of enforcing its lien and recovering any sums due.
   
• (d) To enforce and satisfy the Company's lien, the Company shall have the right, at the Customer’s expense, to sell the aforementioned Goods, documents and Other Goods by public auction or private treaty, without notice to the Customer and without any liability towards the Customer.

Compulsory legislation applicable to loss or damage to Goods or delay

59. In the event of loss of or damage to Goods or delay in the performance of the Services, the Company's liability in respect of the same shall be determined and limited in accordance with the provisions of clauses 60 to 69 unless Compulsory Legislation applies to any element of the Services and cannot be waived or modified, in which case the liability of the Company in relation to that element of the Services will be determined and limited in accordance with the provisions of such Compulsory Legislation.

Exclusions from and limitations of liability

60. Exclusions of liability

• (a) Except insofar as otherwise provided by these Conditions, the Company shall not be liable for any loss or damage whatsoever unless arising from its negligence or wilful misconduct. 
   
• (b) Without prejudice to the generality of the foregoing, the Company shall not be liable for any loss or damage whatsoever arising from: 
   
  • (i) the act or omission of the Customer or any Person (other than the Company, its agents, servants or Subcontractors); 
     
  • (ii) compliance with any Instructions given to the Company;
     
  • (iii) insufficiency of the packing or labelling of the Goods except where such service has been provided by the Company;
     
  • (iv) handling, loading, stowage or unloading of the Goods by the Customer or any Person (other than the Company) acting on their behalf;
     
  • (v) inherent vice of the Goods;
     
  • (vi) riots, civil commotion, strikes, lockouts, stoppage or restraint of labour from whatsoever cause;
     
  • (vii) act of war or terrorism;
     
  • (viii) act of God, earthquakes, fire, flood, storm, pandemic or epidemic;
     
  • (ix) the breakdown of, accident to, failure or interruption of or reduction in the mains electrical supply to the Company and/or Subcontractor; 
     
  • (x) cyber-attack, denial of service, downtime or incidents related to Information Systems; or
     
  • (xi) any cause, which the Company could not avoid, and the consequences whereof it could not prevent by the exercise of reasonable diligence.

61. Limitations and exclusions of liability

• (a) In relation to claims for loss of or damage to the Goods the Company's liability howsoever arising and, notwithstanding that the cause of the loss or damage be unexplained, shall not exceed the lower of:
   
  • (i) the value of the relevant lost or damaged Goods;
     
  • (ii) the reasonable cost of repair in the case of damage; or
     
  • (iii) two (2) SDR per kg of the relevant lost or damaged Goods,
     
  • provided always that the Company's liability under this clause shall not exceed a maximum of 75,000 SDR per event or events arising from a common cause.
     
• (b) Notwithstanding the foregoing, in relation to claims in respect of loss or damage to Goods whilst stored at a Warehouse, the Company shall have no liability for loss or damage to Goods unless such loss or damage exceeds the stock loss tolerance. Unless agreed otherwise in the Contract, the stock loss tolerance shall be calculated over the term of the Contract and shall be 0.2% of the aggregate value of the Goods delivered to the Warehouse during the term of the Contract. 
   
• (c) In relation to claims for delivery of the Goods to an incorrect Person or destination, the Company's liability howsoever arising shall not exceed the cost of carriage of the Goods to the correct destination by the originally contemplated mode of carriage.
   
• (d) In relation to all other claims arising out of or in relation to the Services or the Goods (including any loss or damage to other property owned or leased by the Customer (including any Vehicles or premises)), the Company's liability howsoever arising shall not exceed the lower of:
   
  • (i) the amount of the Company’s Charges in respect of the Services in relation to which the claim arose; or
     
  • (ii) 75,000 SDR in aggregate per event or events arising from a common cause.
     
• (e) If, notwithstanding clause 27, the Company is nevertheless found liable for delay, its liability shall in no circumstances exceed the amount of the Company’s Charges in respect of the relevant Services in relation to which the claim arose.
   
• (f) The Company shall not be liable to the Customer for any loss of profit, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of use or corruption of software, data or information, loss of or damage to goodwill (in each case whether direct or indirect), or any indirect or consequential loss.

62. For the purposes of clause 61:

• (a) the value of Goods is the ex works invoice value plus freight and insurance if paid, plus any customs duty or tax incurred on the Goods in respect of their carriage and not recoverable from any Authority.
   
• (b) if there is no ex works invoice value for the Goods, compensation shall be calculated by reference to the value of such Goods at the place and time when they are delivered in accordance with the Customer’s Instructions or should have been so delivered. The value of the Goods shall be fixed according to the current market price, or, if there be no commodity exchange price or current market price, by reference to the normal value of goods of the same kind and quality.
   
• (c) the value of the Customer’s property (other than Goods) is (i) if leased by the Customer, its lease value or (ii) if owned by the Customer, its market value at the place where the loss or damage occurred.

63. By special arrangement in writing made between the Company and the Customer and subject to payment of additional charges, a higher value may be claimed from the Company not exceeding the value of the Goods or the agreed value, whichever is the lesser.

64. The Customer is advised to obtain appropriate insurance cover at its own cost if the Customer considers the limits of liability set out in these Conditions to be inadequate.

65. The defences, exclusions and limits of liability provided for by these Conditions shall apply in any action whether such action be founded in contract, tort, bailment, breach of express or implied warranty, negligence, wilful misconduct or otherwise.

66. Nothing in these Conditions shall exclude or limit the Company's liability for fraudulent misrepresentation or any other act or omission for which liability may not lawfully be excluded or limited.

67. Save as set out in these Conditions, the Company shall not be liable for loss of or damage to any Goods or delay howsoever arising (whether caused by negligence, wilful misconduct or otherwise).

Notice of claim, time bar

68. The Company shall be discharged of all liability unless:

• (a) notice of any claim is received in writing by the Company or its authorised agent within 14 days of the date upon which the Customer became, or ought reasonably to have become, aware of any event or occurrence alleged to give rise to such claim; and
   
• (b) suit is brought in the proper forum as specified in clause 77 and written notice thereof received by the Company within nine (9) months after the date of the event giving rise to the claim.

69. Any claim which does not comply with the provisions of clause 68 shall be deemed to be waived and absolutely barred.

Confidentiality

70. All information and data concerning the business, assets, affairs, customers, clients or suppliers of the other party provided or obtained in connection with the negotiation or performance of a Contract and/or the Services is and shall remain confidential. Except with the prior written consent of the other party, neither party shall disclose any part of a Contract or the negotiation hereof. The confidentiality obligation contained in this clause shall not apply to any disclosure of information or data: 

• (a) as may be required by law or ordered by a competent governmental entity, agency, court, or tribunal;
   
• (b) that is or becomes part of the public domain through no breach of these Conditions and/or a Contract by the receiving party;
   
• (c) that is deemed by the Company as reasonably necessary to be disclosed to its employees, officers, representatives, Affiliates, Subcontractors, agents, advisers or any other Person who need to know such information for the purposes of exercising the Company's rights or carrying out its obligations under or in connection with a Contract;
   
• (d) that is disclosed for the purpose of collecting outstanding Charges payable under a Contract.

Miscellaneous

71. Customer and the Company will each share business contact information or other personal data regarding its personnel and/or the personnel of any of its Affiliates and/or (in the case of the Company) any of its Subcontractors. It is each party’s responsibility as individual data controllers to comply with applicable data protection and data privacy legislations and regulations. The Customer must notify its users and employees and other relevant personnel or individuals about the Company and its Affiliates’ processing of their personal data as described in the Company’s Global Data Privacy Notification which is available at PRIVACY NOTIFICATION | Maersk Terms. In this context, the Customer must ensure appropriate legal basis for the Company and the Maersk Group’s processing of personal data of its users, employees, end-customers and other relevant personnel or individuals whose personal data are being processed as part of the delivery of Services.

72. Save as expressly set out in these Conditions, nothing in these Conditions is intended to or shall be construed to create a partnership, joint venture or agency relationship between the Company and the Customer.

73. The Relevant Third Parties are hereby entitled to enforce and have the benefit of all the Relevant Provisions in accordance with the Contract (Rights of Third Parties) Act 1999. The rights of either party to agree to rescind, amend or otherwise vary or to waive the provisions of these Conditions or to settle any dispute or other matter arising out of or in connection with these Conditions on such terms as they shall in their absolute discretion think fit shall not be subject to the consent of any Relevant Third Party. Except as stated in this clause, no third party shall have any rights under the Contracts (Rights of Third Parties) Act 1999 in connection with these Conditions.

74. Any failure or delay by either party to exercise any right, power or privilege under a Contract or these Conditions shall not constitute a waiver, nor shall any single or partial exercise preclude any further exercise of any such right, power or privilege.

75. Any Customer Affiliates named in a Contract shall be jointly and severally liable for the Customer's obligations under the Contract, these Conditions and/or any obligations or liabilities arising from the Services.

Notices

76. Any notice given to a party under or in connection with the Services shall be in writing and shall be (i) delivered by hand or (ii) sent by pre-paid registered mail (providing proof of delivery) at its registered office (if a company) or its principal place of business (in any other case)

and any notice shall be deemed to have been received (i) if delivered by hand, at the time the notice is left at the proper address or (ii) if sent by pre-paid registered mail (providing proof of delivery), at 9am on the third business day after posting. For the purpose of this clause, a business day means a day other than a Saturday, Sunday or public holiday in the place of receipt, when banks in the place of receipt are open for business. These notice provisions do not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. 

For details of how to notify us of any claim, please follow the Company's guidance at https://www.maersk.com/support/faqs/how-to-file-a-claim. Any notification given to the Company other than in accordance with the guidance at this link will be void.

Jurisdiction and governing law

77. These Conditions, and any dispute or claim (including non-contractual disputes or claims) associated with, arising out of or connected with these Conditions or their subject matter (in this clause, a "Dispute") shall be governed by and interpreted in accordance with English law and the parties agree that the English courts have exclusive jurisdiction to adjudicate any Dispute, save that the Company retains the right to bring proceedings against the Customer in any other court of competent jurisdiction.