Terms of Use

This Agreement is between You and Parkway Logic Ltd. ("We", "Us", or "Our"), each a "Party" and together the "Parties".

If you are browsing the public website at https://www.exabler.com (the "Website"), "You" are also referred to as a "Visitor" and this Agreement sets out the terms and conditions and notices under which We provide to You the Website.

If you are signing up to create an Account or using an existing Account, all references to "You" refer to the Customer (as defined below) being registered, and this Agreement sets out the terms and conditions and notices under which We provide You an Account.

The term "Agreement" (or "Terms of Use") means this agreement including any Schedules, and any amendments made by the Parties pursuant to this Agreement from time to time.

Please read this Agreement carefully.

By continuing to use the Website, You are stating that:

By completing the registration process to create an Account, You are stating that:

If You do not agree or cannot make these statements, You may not use the Service or use the Website as the case may be.

This Agreement was last updated on 13 April 2023.

In addition,

If You are a Trader, Visitor or a User, then Section 1 below applies to You.

If You are a TSP, then Section 2 below applies to You.

SECTION 1 –

1. USE OF SERVICE AND ACCOUNT


We grant You the right to access and use the Service according to the particular rights and obligations according to Your subscription type. This right is non-exclusive, non-transferable, non-assignable and limited by and subject to this Agreement. You may not resell, lease or provide the Service to anyone else.

1a. Traders, Users and Visitors

In this Agreement,

  1. ensure that information entered by You or with Your authority into the Service is accurate, current and complete, as may be prompted by any registration forms and subsequent interfaces on the Service or that You provide direct to Us;
  2. maintain the security of Your User credentials and Account;
  3. maintain and promptly update the information You provide to Us and to keep it accurate, current and complete, and
  4. accept risks of unauthorised access to or use of the information You provide to Us.

We reserve the right to change your Plan if we deem that the Plan that You are using is not appropriate for Your type of business. If You consider Our choice of Plan for You to be incorrect, please contact Us immediately. If We cannot reach an agreement with You, Your sole remedy will be to Terminate this Agreement.

Third Parties

Support

We provide Support to the Trader only indirectly through TSPs unless otherwise agreed in writing.

We will use reasonable endeavours we consider to be suitable to the problem to attempt to correct or assist the Trader indirectly through the TSP to avoid errors or unavailability or at our option resort to other means toward a mutually satisfactory solution. We will use reasonable endeavours to provide the Support promptly having regard to the availability of personnel, necessary supplies and facilities. If the Trader makes unreasonable, excessive or inappropriate use of the Support, then We may suspend such Support.


No Reliance On Information

Free Access

Sponsored Access

We may offer You access to the Platform at the request of a TSP or other third party, where such third party enters into a commercial relationship with Us to sponsor your access. Such a third party is called a Sponsor in this Agreement.

Your access to the Platform may be configured at the request of a Sponsor to include variations to the standard features and limitations. In these cases, such a configuration of the Platform is called a Branded Portal and the features and limitations may be packaged up as separate service tiers that might not be published on the Website.

Your access to the Platform via the Sponsor can be terminated at the request of the Sponsor in accordance with section 9 Termination.

You also agree to adhere to the Acceptable Use Policy contained in the following section.

You must be at least 18 years of age to use the Service; and by using the Service, You warrant and represent to Us that You are at least 18 years of age.

You agree not to misuse the Service. For example, You must not, and must not attempt to, use the Service to do the following things:

You acknowledge that We may actively monitor Your use of the Service to verify compliance with this Acceptable Use Policy.


We are registered with the UK Information Commissioner’s Office with reference ZA640776.

  1. breach any of the terms of this Agreement and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
  2. breach any of the terms of this Agreement and the breach is not capable of being remedied; or
  3. the User or the Trader becomes insolvent or goes into liquidation or has a receiver or manager appointed for any of its assets or if You make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction,

  1. Terminate this Agreement and Your use of the Service;
  2. Suspend Your Account for any definite or indefinite period of time;
  3. Suspend or terminate access to all or any Trader Data;
  4. Pursue any other rights and recourse We may have;
  5. Take any of the above actions in this clause in respect of any or all other persons whom You have authorised to have access to Your Trader Data or other information.

COPYRIGHT AND TRADEMARK NOTICES:

All source code, executable code, page designs and other copyrightable material are Copyright © 2015-2023 Parkway Logic Ltd.

All rights reserved. Any rights not expressly granted herein are reserved.


– SECTION 2 –

1.        Definitions

1.1        In this Agreement

"Applicable Law" means all applicable provisions of constitutions, laws, statutes, ordinances, rules, treaties, regulations, permits, licences, approvals, interpretations and orders of courts or governmental authorities and all orders and decrees of all courts and arbitrators relevant to the activities of the Parties contemplated by this Agreement.

"Branded Portal" means a configuration of the Platform which, if provided, is provided by Us to the TSP and its Clients according to separate terms and capabilities specified in a separate written agreement;

"Platform Defect" means a defect, error or bug in the Platform having a material adverse effect on the operation or functionality of the Platform, but excluding any defect, error or bug caused by or arising as a result of:

(a)        any use of the Platform contrary to the Documentation, whether by the TSP or by any person authorised by the TSP;

(b)        a failure of the TSP to perform or observe any of its obligations in this Agreement; and/or

(c)        an incompatibility between the Platform and any other system, network, application, program, hardware or software not specified as compatible in the Account Specification;

"Account Specification" means the specification for the Account set out in Section 2 Schedule 1 (Account Specification) and in the Documentation;

"Business Day" means any weekday other than a bank or public holiday in England;

"Business Hours" means the hours of 09:00 to 17:00 GMT/BST on a Business Day;

"Client" means a Trader that submits one or more Requests for Trade Services to the TSP;

"Sponsored Client" means a Trader that uses an Account on the Start plan or the Sponsored Provider plan where the Account is procured by the TSP;

"Client Data" means all data and materials necessary for carrying out customs brokerage services only, including, but not limited to, those that are entered or uploaded to the Platform by a Client, transmitted by the Platform at the instigation of the TSP or a Client; supplied by a Client (for the avoidance of doubt, including but not limited to customs filings references, status codes, pre-lodgement advice and other documents) to the TSP or to Us for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Platform by the TSP or a Client (but excluding data that is already publicly available, analytics data relating to the use of the Platform, server log files, and information data, and other content that is derived by or through the Platform from aggregating or otherwise processing TSP Data, but is sufficiently different from such TSP Data that such TSP Data cannot be reverse engineered or otherwise identified (i.e. is anonymised) from the inspection, analysis, or further processing of such information, data, or content).

"Client Commercial Data" means any Client Data that is not Personal Data;

"Client User" means any authorised individual acting on behalf of, and with a proper grant of authority derived from a Client to operate an Account that has been created by invitation of the TSP;

Client Agency Workspace” means the mode of operating an Account where an individual normally employed by a TSP is authorised by a Client to operate as a Client User for the Client;

"Charges" means the following amounts:

(a)        the amounts specified in the Account Specification; and

(b)        such amounts as may be agreed in writing by the parties from time to time for Customisations;

"Confidential Information" means any information disclosed by one Party to the other during the Term (whether disclosed in writing, orally or otherwise) that at the time of disclosure:

(a)        was marked or described as "confidential"; or

(b)        should have been reasonably understood by the other Party to be confidential;

"Customisation" means a customisation of the Platform, whether made through the development, configuration or integration of software, or otherwise;

"Data Protection Laws" means all applicable laws relating to the processing of Personal Data including the General Data Protection Regulation (Regulation (EU) 2016/679), UK Data Protection Act 2018 and the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 and all other UK laws regulating the processing of Personal Data, as such laws may be updated, amended and superseded from time to time;

"Documentation" means the documentation for the Platform produced by Us and made available by Us to the TSP;

"Effective Date" means the date of execution of this Agreement;

"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, global health emergencies, explosions, fires, floods, riots, terrorist attacks and wars);

"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or not registrable, registered or unregistered, including any application or right of application for such rights (these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, rights in designs, and any moral or similar rights related thereto);

"Maintenance" means the maintenance services provided under this Agreement and the Schedules hereto, namely the general maintenance of the Platform, the application of Updates and Upgrades, including but not limited to maintaining integrations of the Platform to transaction archives, the TSP’s Third-Party Software, Our third party software and Third-Party Services, monitoring usage patterns in order to maintain and improve user experience and user interfaces, ongoing checks for malicious software, ongoing security and bug fixes of the Platform, archive storage costs, creating back-ups and testing restore functions;

"Minimum Term" means, in respect of this Agreement, the period of 12 months beginning on the Effective Date;

"Personal Data" has the meaning given to it in the Data Protection Laws;

"Platform" means the platform managed by Us and used by Us to provide products and services to the TSP and other parties (including if applicable providing a Branded Portal to the TSP), including the application and database software for the Platform, the system and server software used to provide the Platform, and the computer hardware on which that Platform, database, system and server software is installed;

"Representatives" means the person or persons identified as such in the Account Specification, and any additional or replacement persons that may be appointed by one Party giving to the other Party written notice of the appointment;

"Request" means a request for Trade Services that the TSP receives through the Platform and does not reject within 24 hours;

"Schedule" means any schedule attached to the main body of this Agreement;

"Set Up" means the configuration, implementation and integration of the Platform in accordance with the Account Specification;

"Support" means support in relation to the use of, and the identification and resolution of errors in, the Platform, but shall not include the provision of training services;

"Supported Web Browser" means the current release from time to time of Google Chrome, Microsoft Edge, Mozilla Firefox, or Apple Safari;

"Term" means the term of this Agreement, commencing in accordance with Section 2 Clause 2.1 and ending in accordance with Section 2 Clause 2.2;

"TSP Third-Party Software" means any hosted, cloud or software-based services provided by any third party that are or may be integrated with the Platform by Us from time to time in circumstances where the TSP must, in order to activate the integration, have an account with the relevant services provider or obtain activation or access credentials from the relevant services provider;

"TSP Data" means all data and materials necessary for providing Trade Services only (for the avoidance of doubt, including Client Data), that are entered or uploaded to the Platform by the TSP, and data such as customs brokerage and freight forwarding service metrics and key performance indicators generated by the Platform from use of the Platform (but excluding data that is already publicly available, analytics data relating to the use of the Platform, server log files, and information data, and other content that is derived by or through the Platform from aggregating or otherwise processing TSP Data, but is sufficiently different from such TSP Data that such TSP Data cannot be reverse engineered or otherwise identified (i.e. is fully anonymised) from the inspection, analysis, or further processing of such information, data, or content);

"TSP Personal Data" means any Personal Data within TSP Data (which, for the avoidance of doubt, includes Personal Data within Client Data) including that is processed by Us on behalf of the TSP in relation to this Agreement, but excluding any data with respect to which We are a data controller;

"Update" means a hotfix, patch or minor version update to any Platform software; and

"Upgrade" means a major version upgrade of any Platform software.

2.        Term

2.1        This Agreement shall come into force upon the Effective Date.

2.2        This Agreement shall continue in force indefinitely, subject to termination in accordance with Section 2 Clause 25 or any other provision of this Agreement.

3.        Set Up

3.1        We shall provide the Set Up services to the TSP.

3.2        We shall use reasonable commercial endeavours to ensure that the Set Up services are provided within a reasonable time after the Effective Date.

3.3        The TSP shall use reasonable commercial endeavours to invite and encourage all Traders in their network to use the Platform.

3.4        The TSP acknowledges that a delay in the TSP performing its obligations in this Agreement may result in a delay in the performance of the Set Up services; and subject to Section 2 Clause 23.1, We will not be liable to the TSP in respect of any delay to the extent that that failure arises out of a delay in the TSP performing its obligations under this Agreement.

3.5        Subject to any written agreement of the parties to the contrary, any Intellectual Property Rights that may arise out of the performance of the Set Up services by Us shall be Our exclusive property.

4.        Platform Licence

4.1        We hereby grant to the TSP a non-exclusive licence to use the Platform by means of a Supported Web Browser in accordance with the Documentation during the Term.

4.2        Except to the extent expressly permitted in this Agreement or required by law on a non-excludable basis, the licence granted by Us to the TSP under Section 2 Clause 4.1 is subject to the following prohibitions:

(a)        the TSP must not sub-license its right to access and use the Platform, including but not limited to sub-licencing to any other businesses that may be classed as a TSP in its own right;

(b)        the TSP must not permit any unauthorised person to access or use the Service;

(c)        the TSP must not use the Service to provide services to third parties other than Trade Services such as freight forwarding services and customs brokerage services to Clients;

(d)        the TSP must not republish or redistribute any content or material from the Service;

(e)        the TSP must not make any alteration to the Platform, except as permitted by the Documentation; and

(f)        the TSP must not conduct or request that any other person conduct any load testing or penetration testing on the Platform without Our prior written consent.

4.3        The TSP shall use reasonable endeavours, including reasonable technical, organisational, and security measures relating to its Account access details, to ensure that no unauthorised person may gain access to the Platform using its Account.

4.4        We shall use reasonable endeavours to maintain the availability of the Platform to the TSP at the gateway between the public internet and the network of the hosting services provider for the Platform, but We do not guarantee 100% availability.

4.5        We do not endorse any third party, any sites on the Internet that are linked through the Platform, or any data from third party sources that are marked as such in the Platform. We provide those links and access to third parties only as a matter of convenience. In no event shall We or Our licensors be responsible for any data, advice, content, products, or other materials on or available from such companies or sites.

4.6        For the avoidance of doubt, downtime or partial unavailability caused directly or indirectly by any of the following shall not be considered a breach of this Agreement:

(a)        a Force Majeure Event;

(b)        a fault or failure of the internet or any public telecommunications network;

(c)        a fault or failure of computer systems or networks of the TSP or its Clients or its TSP Third-Party Software;

(d)        any breach of this Agreement by the TSP or its Clients;

(e)        any breach of Section 2 Schedule 3 (Acceptable Use Policy) by the TSP or its Clients; or

(e)        scheduled maintenance carried out in accordance with this Agreement.

4.7        The TSP must comply with Section 2 Schedule 3 (Acceptable Use Policy), and must ensure that all persons using the Service comply with Section 2 Schedule 3 (Acceptable Use Policy).

4.8        The TSP shall inform Us in a reasonably timely manner about any planned actions by the TSP or anticipated external events that may cause a material increase or decrease of transaction volumes over the subsequent 3 months, in order to allow Us to manage resourcing.

4.9        The TSP shall not use the Platform in any way that causes damage to the Platform or impairment of the availability or accessibility of the Platform.

4.10        The TSP must not use the Platform:

(a)        in any way that is unlawful, illegal, fraudulent or harmful;

(b)        in connection with any unlawful, illegal, fraudulent or harmful purpose or activity; or

(c)        in any way that damages, tarnishes, or diminishes Our brand and reputation.

4.11        For the avoidance of doubt, the TSP has no right to access the Platform software code (including object code, intermediate code and source code), either during or after the Term.

4.12        We may suspend the provision of the Service if any amount due to be paid by the TSP to Us under this Agreement is overdue, and We have given to the TSP at least 30 days' written notice, following the amount becoming overdue, of Our intention to suspend the Platform on this basis.

5.        Customisations

5.1        You and We may agree that the We shall design, develop and implement a Customisation or Customisations in accordance with a specification and project plan agreed in writing by the Parties. For examples of potential Customisations, please refer to the pricing sections of the exabler.com website.

5.2        Subject to any written agreement of the Parties to the contrary, any Intellectual Property Rights in or arising out of any Customisation shall be Our exclusive property.

5.3        You and We may agree for a Customisation to incur additional cost (one-off, regular, or pay-per-use including changing the Transaction fees) to be charged to (i) the Customer, (ii) Clients, or (iii) Clients and the Customer.

5.4        Every Customisation will be attached to this Agreement when it is agreed.

5.5        In any cases where the parties agree that a Customisation shall form part of the Platform, the Customer's rights to use the Customisation shall be governed by Clause 4 from the time and date when that Customisation is first delivered or made available by the Provider to the Customer.

6.        Maintenance

6.1        We shall provide the Maintenance services to the TSP during the Term and shall use reasonable commercial efforts to ensure that any scheduled maintenance causes minimum disruption to the TSP and all persons using the Platform.

6.2        We shall where practicable give to the TSP at least 2 Business Days’ prior written notice of scheduled Maintenance that are likely to affect the availability of the Platform or are likely to have a material negative impact upon the Platform, without prejudice to Our other notice obligations under this main body of this Agreement.

6.3        We shall provide the Maintenance with reasonable skill and care.

6.4        In the provision of the Maintenance, We shall be entitled to improve or Update the Platform from time to time provided always that We shall notify the TSP of any such improvement or Update in writing as soon as is reasonably practicable on becoming aware of the need for the same and provided always that there shall be no increase in the Charges as a result of any such improvement or Update and provided always that any such improvement or Update shall not result in any reduction in the features, functionality, characteristics, security or performance of the Platform or their compliance with this Agreement.

6.5        We may suspend the provision of the Maintenance if any amount due to be paid by the TSP to Us under this Agreement is overdue, and We have given to the TSP at least 30 days' written notice, following the amount becoming overdue, of Our intention to suspend the Maintenance on this basis.

7.        Support

7.1        We shall provide the Support services to the TSP during the Term.

7.2        We shall provide the Support with reasonable skill and care.

7.3        The TSP shall use commercially reasonable efforts to procure and provide feedback from Users and Clients about their experience of the Service, in order to allow Us to improve the Service including Support; provided that any failure by the TSP to do so pursuant to this Section 2 Clause 7.3 shall not amount to a material breach of contract and the TSP shall not be liable to Us whatsoever for any such failure under this Section 2 Clause 7.3.

7.4        The TSP shall permit Us to communicate directly with any Client that is experiencing a problem if the TSP is unable to help the Client after a reasonable period.

7.5        We may suspend the provision of the Support if any amount due to be paid by the TSP to Us under this Agreement is overdue, and We have given to the TSP at least 15 days' written notice, following the amount becoming overdue, of Our intention to suspend the Support on this basis.

8.        TSP obligations

8.1        Save to the extent that the parties have agreed otherwise in writing, the TSP shall provide to Us, or procure for Us, such:

(a)        co-operation, support and advice;

(b)        information and documentation; and

(c)        governmental, legal and regulatory licences, consents and permits,

including from providers of TSP Third-Party Software, as are reasonably necessary to enable Us to perform Our obligations under this Agreement.

8.2        The TSP shall provide to Us, or procure for Us, such access to the TSP’s computer hardware, software, networks and systems as may be reasonably required by Us to enable Us to perform Our obligations under this Agreement.

8.3        We shall not introduce any malicious code into any part of the TSP’s computer hardware, software, networks or systems and shall take all reasonable steps to ensure that no third party is able to introduce any malicious code into any part of them as a result of the way the Platform is provided.

8.4        The TSP shall respond to Our reasonable requests under this Section 2 Clause 8 within two (2) working days of receipt of such requests in the proper form of notice pursuant to the terms of this Agreement.

9.        TSP Data

9.1        The TSP Data shall be and remain the property of the TSP (or its Clients, as the case may be) and We shall not delete or remove any proprietary notices or other notices contained within or relating to the TSP Data.

9.2         We shall ensure that access to TSP Data is limited to those of Our personnel who need access to TSP Data to meet Our obligations under this Agreement and shall ensure that each member of Our personnel who has access to TSP Data: (a) where appropriate, is informed of the confidential nature of the TSP data, and (b) only uses the TSP Data to the extent strictly necessary for the performance of Our obligations under this Agreement.

9.3        The TSP hereby grants to Us a non-exclusive, revocable, non-transferable licence to capture, copy, transfer, store, index, search, aggregate, summarise, anonymise, translate, audit, provide previews, analyse, and otherwise make available the TSP Data to the extent reasonably required for the performance of Our obligations under this Agreement, including ongoing improvement of the Platform and the creation of new services and features (provided that for improvement and creation purposes the TSP or its Clients cannot be identified as the source), and the exercise of Our rights under this Agreement. The TSP also grants to Us the right to sub-license these rights to Our hosting, connectivity and telecommunications service providers to assist in the processing activity necessary for the performance of Our obligations under this Agreement, subject to any express restrictions elsewhere in this Agreement.

9.4        The TSP warrants to Us that the TSP Data, when used by Us in accordance with this Agreement, will not infringe the Intellectual Property Rights,. or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law

9.5        We shall create a back-up copy of the TSP Data at least weekly and shall use reasonable technical and organisational measures to retain and securely store each such copy for a minimum period of thirty (30) days and shall ensure that such back-ups are available to the TSP upon reasonable request.

9.6        In the event of any loss or damage to TSP Data, We shall restore the lost or damaged TSP Data from the latest back-up of such TSP Data maintained by Us.

9.7        We shall at all times throughout the Term have in place and maintain appropriate technical and organisational measures against unauthorised or unlawful access to or processing of TSP Data and against accidental loss or destruction of or damage to TSP Data.

10.        Referrals

10.1        (Not applicable)

11.        TSP Third-Party Software Integrations

11.1        (Not applicable)

12.        No assignment of Intellectual Property Rights

12.1        Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from Us to the TSP, or from the TSP to Us.

13.        Representatives

13.1        The TSP shall maintain at least one Representative during the Term.

13.2        We shall maintain at least one Representative during the Term.

13.3        Each Party may:

(a)        treat all instructions given by one of the other Party’s Representatives to one of its Own Representatives as the fully authorised instructions of the other Party; and

(b)        may decline to comply with any other instructions in relation to that subject matter.

14.        Management

14.1        (Not applicable)

16.        Charges

16.1        The TSP shall pay the Charges to Us in accordance with this Agreement.

16.2        If the Charges are based in whole or part upon the time spent by Us performing any element of the Service, We must obtain the TSP's written consent before performing those elements of the Service that result in any estimate of time-based Charges given to the TSP being exceeded or any budget for time-based Charges agreed by the parties being exceeded; and unless the TSP agrees otherwise in writing, the TSP shall not be liable to pay to Us any Charges in respect of those elements of the Service performed in breach of this Section 2 Clause 16.2.

16.3        All amounts stated in or in relation to this Agreement are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by the TSP to Us.

16.4        We may elect to vary any element of the Charges by giving to the TSP not less than 30 days' written notice of the variation expiring on any anniversary of the date of execution of this Agreement, providing that no such variation shall result in an aggregate percentage increase in the relevant element of the Charges during the Term that exceeds 2% per annum over the percentage increase, during the same period, in the Retail Prices Index (all items) published by the UK Office for National Statistics.

16.5        Except as otherwise stated in this Agreement, the TSP gives no guarantee and accepts no liability for the volume of Requests and any indication of volume, given before or during the Term of the Agreement, is given as an estimation only.

17.        Payments

17.1        We shall issue invoices for the Charges to the TSP from time to time during the Term.

17.2        The TSP must pay the Charges to Us within the period of 21 days following the issue of an invoice in accordance with this Section 2 Clause 17, providing that the Charges must in all cases be paid before the commencement of the period to which they relate.

17.3        The TSP must pay the Charges by debit card, credit card, direct debit, or bank transfer (using such payment details as are notified by Us to the TSP from time to time).

17.4        If the TSP does not pay any amount properly due to Us under this Agreement, We may:

(a)        charge the TSP interest on the overdue amount at the rate of 4% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or

(b)        claim interest and statutory compensation from the TSP pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

17.5        To the extent that the Agreement terminates or expires part way through a month or any Service or access to the Platform is suspended for part of a month no Charges shall be due and payable by the TSP in respect of that part of the month during which the Service or the Platform cease to be provided or made available, to be calculated on a pro-rata basis.

18.        Confidentiality obligations

18.1        We must:

(a)        keep the TSP’s Confidential Information strictly confidential;

(b)        not disclose the TSP’s Confidential Information to any person without the TSP's prior written consent;

(c)        use the same degree of care to protect the confidentiality of the TSP’s Confidential Information as We use to protect Our own confidential information of a similar nature, being at least a reasonable degree of care; and

(d)        act in good faith at all times in relation to the TSP’s Confidential Information.

18.2        The TSP must:

(a)        keep Our Confidential Information strictly confidential;

(b)        not disclose Our Confidential Information to any person without Our prior written consent;

(c)        use the same degree of care to protect the confidentiality of Our Confidential Information as the TSP uses to protect the TSP's own confidential information of a similar nature, being at least a reasonable degree of care;

(d)        act in good faith at all times in relation to Our Confidential Information.

18.3        Notwithstanding Section 2 Clauses 18.1 and 18.2, a party may disclose the other party’s Confidential Information to its own officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access it for the performance of their work with respect to this Agreement and who are bound by a written agreement or professional obligation to protect the confidentiality of the other party’s Confidential Information, under terms requiring a degree of protection not less than that of such Party hereunder.

18.4        No obligations are imposed by this Section 2 Clause 18 with respect to a party's Confidential Information if that Confidential Information:

(a)        is known to the other party before disclosure under this Agreement and is not subject to any other obligation of confidentiality;

(b)        is or becomes publicly known through no act or default of the other party; or

(c)        is obtained by the other party from a third party in circumstances where the other party has no reason to believe that there has been a breach of an obligation of confidentiality.

18.5        The restrictions in this Section 2 Clause 18 do not apply to the extent that any party’s Confidential Information is required, by a final judicial decision, to be disclosed by any law or regulation, or by any judicial or governmental order or request, pursuant to proper jurisdictional authority.

18.6        Following the date of effective termination of this Agreement, and within 5 Business Days following the date of receipt of a written request from the other party, the relevant party must:

(a)        irreversibly delete from its media and computer systems all copies of the other party's Confidential Information (and ensure that the other party's Confidential Information is irreversibly deleted from the media and computer systems of all persons to whom the relevant party has directly or indirectly disclosed that Confidential Information);

(b)        ensure that no other copies of the other party's Confidential Information remain in the relevant party's possession or control (or the possession of control of any person to whom the relevant party has directly or indirectly disclosed the other party's Confidential Information);

(c)        certify in writing to the other party that it has complied with the requirements of this Section 2 Clause 18.6,

        subject in each case to any obligations that the relevant party has under this Agreement to supply or make available to the other party any data or information, and providing that the relevant party shall have no obligation under this Section 2 Clause 18.6 to delete or to cease to possess or control any of the other party's Confidential Information to the extent that the relevant party is required by applicable law to retain that Confidential Information.

18.7        The provisions of this Section 2 Clause 18 shall continue in force for a period of 5 years following the termination of this Agreement, at the end of which period they will cease to have effect.

19.        Publicity

19.1        We shall not make any public disclosures relating to this Agreement or the subject matter of this Agreement (including disclosures in press releases, public announcements and marketing materials) without the prior written consent of the TSP, such consent not to be unreasonably withheld or delayed.

19.2        Nothing in this Section 2 Clause 19 shall be construed as limiting the obligations of the parties under Section 2 Clause 18.

20.        Data protection

20.1        The Parties acknowledge and agree that the TSP shall be the data Controller of TSP Personal Data provided for the purpose of customs brokerage. We shall be a Processor of TSP Personal Data for the TSP, and the TSP authorises Us to engage as sub-processors the third parties within the categories identified in Part 4 of Section 2 Schedule 4 (Data Processing information).

20.2        Each party shall comply with the Data Protection Laws with respect to the processing of the TSP Personal Data.

20.3        The TSP warrants to Us that fair processing and all other appropriate notices have been provided to the data subjects of the TSP Data (and all necessary consents from such data subjects obtained and at all times maintained) to the extent required by Data Protection Laws in connection with all processing activities in respect of the TSP Data which may be undertaken by Us in accordance with this Agreement. For the avoidance of doubt, the TSP does not provide this warranty in respect of Client Data.

20.4        The TSP shall only supply to Us, and We shall only process, in each case under or in relation to this Agreement, the Personal Data of data subjects falling within the categories specified in Part 1 of Section 2 Schedule 4 (Data processing information) and of the types specified in Part 2 of Section 2 Schedule 4 (Data processing information); and We shall only process the Personal Data for the purposes specified in Part 3 of Section 2 Schedule 4 (Data processing information).

20.5        We shall only process the TSP Personal Data during the Term and for not more than 30 days following the end of the Term, subject to the other provisions of this Section 2 Clause 20.

20.6        We shall only process the TSP Personal Data on the documented instructions of the TSP (including with regard to transfers of the TSP Personal Data to any place outside the European Economic Area).

20.7        We shall promptly inform the TSP if, in Our opinion, an instruction of the TSP relating to the processing of the TSP Personal Data infringes the Data Protection Laws.

20.8        Notwithstanding any other provision of this Agreement, We may process the TSP Personal Data if and to the extent that We are required to do so by applicable law. In such a case, We shall inform the TSP of the legal requirement before processing, unless that law prohibits such information.

20.9        We shall ensure that persons authorised to process the TSP Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

20.10        We and the TSP shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for the TSP Personal Data in their respective possession or control.

20.11        We shall not engage any third party to process the TSP Personal Data without the prior specific or general written authorisation of the TSP. In the case of a general written authorisation, We shall inform the TSP at least 14 days in advance of any intended changes concerning the addition or replacement of any third party processor, and if the TSP objects to any such changes before their implementation, then We must not implement the changes but We may at Our discretion notify the TSP that Our obligation to provide Maintenance will cease 2 years after the date of the notification, without prejudice to Our other rights under this Agreement. We shall ensure that each third party processor is subject to equivalent legal obligations to those imposed on Us by this Section 2 Clause 20.

20.12        As at the Effective Date, We are hereby authorised by the TSP to engage, as sub-processors with respect to TSP Personal Data, the third parties, and third parties within the categories, identified in Part 4 of Section 2 Schedule 4 (Data processing information).

20.13        We shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist the TSP with the fulfilment of the TSP's obligation to respond to requests exercising a data subject's rights under the Data Protection Laws.

20.14        We shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures so as to ensure a level of security in respect of TSP Personal Data processed by it is appropriate to the risks that are presented by the processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to TSP Personal Data transmitted, stored or otherwise processed.

20.15        We shall report any Personal Data breach relating to the TSP Personal Data to the TSP within 24 hours following Us becoming aware of the breach. We may charge the TSP reasonable time-based fees for any work performed by Us at the request of the TSP pursuant to this Section 2 Clause 20.15.

20.16        We shall make available to the TSP information necessary to demonstrate Our compliance with Our obligations under this Section 2 Clause 20 and the Data Protection Laws.

20.17        We shall, at the choice of the TSP, delete or return all of the TSP Personal Data to the TSP after the provision of services relating to the processing, and shall delete existing copies save to the extent that Applicable Law requires storage of the relevant Personal Data.

20.18        We shall allow for and contribute to audits, including inspections, conducted by the TSP or another auditor mandated by the TSP in respect of the compliance of Our processing of TSP Personal Data with the Data Protection Laws and this Section 2 Clause 20. We may charge the TSP reasonable time-based fees for any work performed by Us at the request of the TSP pursuant to this Section 2 Clause 20.18.

20.19        If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under this Agreement, then the parties shall use their best endeavours promptly to agree such variations to this Agreement as may be necessary to remedy such non-compliance.

21.        Warranties

21.1        We warrant to the TSP that:

(a)        We have the legal right and authority to enter into this Agreement and to perform Our obligations under this Agreement;

(b)        We will comply with all applicable legal and regulatory requirements applying to the exercise of Our rights and the fulfilment of Our obligations under this Agreement; and

(c)        We have or have access to all necessary know-how, expertise and experience to perform Our obligations under this Agreement.

21.2        We warrant to the TSP that:

(a)        the Platform will conform in all material respects with the Account Specification;

(b)        the Platform will be regularly checked for viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs; and

(c)        the Platform will incorporate security features reflecting the requirements of good industry practice.

21.3        We warrant to the TSP that the Platform, when used by the TSP in accordance with this Agreement, will not breach any laws, statutes or regulations applicable under English law.

21.4        We warrant to the TSP that the Platform, when used by the TSP in accordance with this Agreement, will not infringe the Intellectual Property Rights of any person in any jurisdiction and under any applicable law.

21.5        If We reasonably determine, or any third party alleges, that the use of the Platform by the TSP in accordance with this Agreement infringes any person's Intellectual Property Rights, We may at Our own cost and expense and without payment or compensation to the TSP:

(a)        modify the Platform in such a way that it no longer infringes the relevant Intellectual Property Rights; or

(b)        procure for the TSP the right to use the Platform in accordance with this Agreement.

21.6        The TSP warrants to Us that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.

21.7        All of the parties' warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.

22.        Acknowledgements and warranty limitations

22.1        The TSP acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, We give no warranty or representation that the Platform will be wholly free from defects, errors and bugs.

22.2        The TSP acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, We give no warranty or representation that the Platform will be entirely secure. For the avoidance of doubt, this Section 2 Clause 22.2 does not limit or relieve Us of Our obligations in respect of security contained elsewhere in this Agreement including Section 2 Clauses 8.3, 9.6 and 21.2. If the TSP requests, We may provide an outline of how we apply a risk-based approach to security by reference to industry guidelines such as the Open Worldwide Application Security Project® (OWASP).

22.3        The TSP acknowledges that the Platform is designed to be compatible only with that software and those systems specified as compatible in the Account Specification; and We do not warrant or represent that the Platform will be compatible with any other software or systems.

22.4        The TSP acknowledges that We will not provide any legal, financial, accountancy or taxation advice under this Agreement or in relation to the Platform; and, except to the extent expressly provided otherwise in this Agreement, We do not warrant or represent that the Platform or the use of the Platform by the TSP and its Clients will not give rise to any legal liability on the part of the TSP or any other person.

22.5        The TSP acknowledges that any Customisations (for the avoidance of doubt, including TSP Third-Party Software Integrations) carried out may introduce defects, errors and bugs on delivery or over time, and We do not warrant or represent that Maintenance will maintain the Platform free of such defects, errors and bugs.

22.6        The TSP acknowledges that links to external data sources and feeds from external data sources into the Service are provided as a convenience ‘as-is’ without warranty of merchantability, correctness, or availability. These include but are not limited to: Trade Tariff and commodity nomenclatures of the UK and various other countries, EU Dual Use codes and legislation, foreign currency conversion rates, any information from ITC such as from macmap.org, all external content linked to via ExportMap, Google maps and addresses, UN LOCODEs and coordinates, customs-specific codes for the UK and various other countries, any resources (internal or external) provided in the Sandbox page.

23.        Limitations and exclusions of liability

23.1        Nothing in this Agreement will:

(a)        limit or exclude any liability for death or personal injury resulting from negligence;

(b)        limit or exclude any liability for fraud or fraudulent misrepresentation;

(c)        limit any liabilities in any way that is not permitted under applicable law; or

(d)        exclude any liabilities that may not be excluded under applicable law.

23.2        The limitations and exclusions of liability set out in this Section 2 Clause 23 and elsewhere in this Agreement:

(a)        are subject to Section 2 Clause 23.1; and

(b)        govern all liabilities arising under this Agreement or relating to the subject matter of this Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this Agreement.

23.3        Neither party shall be liable to the other party in respect of any losses arising out of a Force Majeure Event.

23.4        Neither party shall be liable to the other party in respect of any loss of profits or anticipated savings.

23.5        Neither party shall be liable to the other party in respect of any loss of revenue or income.

23.6        Neither party shall be liable to the other party in respect of any loss of use or production.

23.7        Neither party shall be liable to the other party in respect of any loss of business, contracts or opportunities.

23.8        Neither party shall be liable to the other party in respect of any loss or corruption of any data, database or software relating to this Agreement. Notwithstanding the foregoing, but subject to Sections 23. 10 and 23.11 herein, the parties agree that the TSP may recover any loss, corruption or damage to TSP Personal Data, including the cost of rectifying the same, from Us as a direct loss.

23.9        Neither party shall be liable to the other party in respect of any special, indirect or consequential loss or damage.

23.10        The liability of each party to the other party under this Agreement in respect of any event or series of related events shall not exceed the greater of:

(a)        GBP 1 (one Pound Sterling); and

(b)        the total amount paid and payable by the TSP to Us under this Agreement in the 12 month period preceding the commencement of the event or events.

23.11        The aggregate liability of each party to the other party under this Agreement shall not exceed the greater of:

(a)        GBP 1 (one Pound Sterling); and

(b)        the total amount paid and payable by the TSP to Us under this Agreement.

24.        Force Majeure Event

24.1        If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under this Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.

24.2        A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under this Agreement, must:

(a)        promptly notify the other; and

(b)        inform the other of the period for which it is estimated that such failure or delay will continue.

24.3        A party whose performance of its obligations under this Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

25.        Termination

25.1        Either party may terminate this Agreement by giving to the other party at least 90 days' written notice of termination after the end of the Minimum Term.

25.2        Either party may terminate this Agreement immediately by giving written notice of termination to the other party if:

(a)        the other party commits any material breach of this Agreement, and the breach is not remediable; or

(b)        the other party commits a material breach of this Agreement, and the breach is remediable but the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedied.

25.3        Subject to applicable law, either party may terminate this Agreement immediately by giving written notice of termination to the other party if:

(a)        the other party:

(i)        is dissolved;

(ii)        ceases to conduct all (or substantially all) of its business;

(iii)        is or becomes unable to pay its debts as they fall due;

(iv)        is or becomes insolvent or is declared insolvent; or

(v)        convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(b)        an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

(c)        an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under this Agreement).

25.4        We may terminate this Agreement immediately by giving written notice to the TSP if:

(a)        any amount due to be paid by the TSP to Us under this Agreement is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and

(b)        We have given to the TSP at least 30 days' written notice, following the failure to pay, of Our intention to terminate this Agreement in accordance with this Section 2 Clause 25.4.

25.5        The rights of termination set out in this Agreement shall not exclude any rights of termination available at law.

26.        Effects of termination

26.1        Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect, save that the following provisions of this Agreement shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Section 2 Clauses 1, 4.11, 11.7, 17.2, 17.4, 18, 19, 20, 22, 23, 26, 27, 28, 30, 31.

26.2        Except to the extent that this Agreement expressly provides otherwise, the termination of this Agreement shall not affect the accrued rights of either party.

26.3        Within 30 days following the termination of this Agreement for any reason:

(a)        the TSP must pay to Us any Charges in respect of Service provided to the TSP before the termination of this Agreement;

(b)        We must refund to the TSP any Charges paid by the TSP to Us in respect of Service that were to be provided to the TSP after the termination of this Agreement;

(c)        We must transfer to the control of the TSP all TSP Data (including, for the avoidance of doubt, Client Data) on the Platform at the time of termination; and

(d)        We shall delete TSP Data from Our Platform once it has returned the TSP Data to the TSP in accordance with 26.3(c),

        without prejudice to the parties' other legal rights.

27.        Legal compliance

27.1        Each party warrants and undertakes to the other that it has complied and will continue to comply with Applicable Law, including:

(a)        all applicable anti-bribery and anti-corruption laws (including the Bribery Act 2010);

(b)        all applicable anti-slavery and anti-human trafficking laws (including the Modern Slavery Act 2015); and

(c)        all applicable anti-tax evasion laws (including the Criminal Finances Act 2017),

 in relation to this Agreement.

27.3        Any breach of this Section 2 Clause 27 shall be deemed to constitute a material breach of this Agreement.

28.        Notices

28.1        Any notice from one party to the other party under this Agreement must be given by one of the following methods (using the relevant contact details set out in Section 2 Clause 28.2 and the Account Specification) sent by electronic mail, which shall be deemed to be received 1 Business Day following sending, providing that, if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.

28.2        Our contact details for notices under this Section 2 Clause 28 are as follows:

        customers@exabler.com

28.3        The contact details set out in Section 2 Clause 28.2 and the Account Specification may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Section 2 Clause 28.

29.        Subcontracting

29.1        Subject to any express restrictions elsewhere in this Agreement, We may subcontract any of Our obligations under this Agreement.

29.2        We shall remain responsible to the TSP for the performance of any subcontracted obligations.

29.3        Notwithstanding the provisions of this Section 2 Clause 29 but subject to any other provision of this Agreement, the TSP acknowledges and agrees that We may subcontract to any reputable third party hosting business the hosting of the Platform and the provision of services in relation to the support and maintenance of elements of the Platform.

30.        General

30.1        No breach of any provision of this Agreement shall be waived except with the express written consent of the party not in breach.

30.2        If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

30.3        This Agreement may not be varied except by a written document signed by or on behalf of each of the parties.

30.4        Neither party may without the prior written consent of the other party assign, transfer, charge, licence or otherwise deal in or dispose of any contractual rights or obligations under this Agreement.

30.5        This Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree to any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.

30.6        Subject to Section 2 Clause 23.1, this Agreement shall constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

30.7        This Agreement shall be governed by and construed in accordance with English law.

30.8        The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.

31.        Interpretation

31.1        In this Agreement, a reference to a statute or statutory provision includes a reference to:

(a)        that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and

(b)        any subordinate legislation made under that statute or statutory provision.

31.2        The Clause headings do not affect the interpretation of this Agreement.

31.3        References in this Agreement to "calendar months" are to the 12 named periods (January, February and so on) into which a year is divided.

31.4        In this Agreement, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.

Execution

The TSP indicates its acceptance of this Agreement by checking the box on the signup page when creating the Account.


Section 2 Schedule 1 (Account Specification)

1.        Account Configuration

Usage limits apply to all three Plans, including but not limited to:

‘Sponsored Provider’ plan

included features

exclusions (non-exhaustive)

  • Up to 1 User per Account
  • Create Accounts under the Start plan and operate them as Client Agency Workspaces
  • Offering Trade Services to Traders

At Our sole discretion, We might change or improve the Platform from time to time without price impact to the TSP.

If the TSP wishes to charge for any new or existing elements, any charges will be subject to the Financial Provisions of this Schedule.

Set Up and configuration

We will provide onboarding and ‘train-the-trainer’ sessions via phone, screen share, email or chat to up to 5 Users of the TSP, to help them answer 1st line support questions from Clients or Traders.

We will provide and maintain a reasonable quality and quantity of online self-serve support resources where appropriate, e.g. tutorial video recordings, powerful multi-page step-by-step tours for key features, etc.

We may also offer to run interactive webinars for Your Clients or other Traders, where requested by the TSP, at a reasonable additional cost.

2.        Financial provisions

The TSP can purchase Add-ons as may be described on the Website from time to time.

If during the Term, the TSP and We agree to make certain new or existing and included features of the Platform subject to additional charges to Clients, We and the TSP agree to seek a fair allocation of the additional fees and consider any funding by the TSP of the creation of those features.

Request Fees: the TSP will incur Charges per Request initiated in a calendar month. We will report Request volumes to the TSP within 30 days of the end of each month and the TSP will pay Us monthly based on invoices raised. You may transfer Your credits for consignment service Requests between any of Your Clients.

Account Fees: the TSP will incur Charges for provision of the Account and any Add-ons. The Account Charge will be reviewed quarterly and on any significant changes to the overall Service, and will be subject to annual indexing to the Consumer Prices Index.

Inactive Account Fee: the TSP will incur a Charge of GBP 5 in any month it runs zero Requests.

Miscellaneous: Additional reasonable costs apply, for example to help respond to subject access requests. The Charges will be reviewed quarterly and on any significant changes to the overall Service, and will be subject to annual indexing to the Consumer Prices Index.

Offline jobs:  Requests for Trade Services that the TSP receives outside the Platform (“Offline Jobs”) are not handled by the Platform and will not be stored on it. Offline Jobs do not incur fees. If the Parties later wish to include facilities to add Offline Jobs, for example for centralised storage and performance reporting, this may be agreed in writing between the Parties as an amendment to this contract.

3.        Contractual Notices

customers@exabler.com

4.        Representatives

Our Representative is reachable at customers@exabler.com and sends any written instructions from that account.

The TSP’s Representative is the User designated as the “Lead User” on the TSP’s Account from time to time.


Section 2 Schedule 2 (Customisation Projects)

For any Customisations agreed from time to time according to Section 2 Clause 5 (Customisations), the TSP and We will append to this Section 2 Schedule 2:

(a)        specifications, project plans;

(b)        financial provisions; and

(b)        contractual provisions including obligations of the parties, allocation of the ownership of Intellectual Property Rights and the nature of any Our rights to make available the Customisation to any of Our other customers or any third parties.


Section 2 Schedule 3 (Acceptable Use Policy)

You must be at least 18 years of age to use the Platform; and by using the Platform, You warrant and represent to us that You are at least 18 years of age.

You agree not to misuse the Platform. For example, You must not, and must not attempt to, use the services to do the following things.

You acknowledge that we may actively monitor the TSP Data and the use of the Platform to verify compliance with this Acceptable Use Policy.


Section 2 Schedule 4 (Data processing information)

1. Categories of data subject

Users of the TSP Account and Client Accounts, People invited to become Users, Individuals whose Personal Data is contained in documents uploaded to the Platform.

2. Types of Personal Data

Such Personal Data as the TSP and its Clients upload to the Platform.

The TSP collects the following information:

If a Client or Client User is using the TSP’s services and has some responsibility for trade operations (for example as an administrator or signing the relevant forms) then the TSP will collect and store the Client User’s name, job title, contact details and, depending on their role, their signature and/or other personal data provided to the TSP via instructions or forms.

3. Purposes of processing

For the performance of the obligations of the Platform as set out in this Agreement, which includes supporting the TSP to collect, store and use Personal Data for the purposes of performing customs brokerage services for Clients or Client Users, which will include in particular:

4. Sub-processors of Personal Data

Specific sub-processors

Amazon Web Services – web hosting - extra-EEA/UK transfers under the Privacy Shield Framework.

Google LLC and their Third-Party subprocessors as updated from time to time listed on https://workspace.google.com/intl/en/terms/subprocessors.html - for providing Set Up, Support, Maintenance and related administration of the Service using Google Workspace and Cloud Identity Services - extra-EEA/UK transfers under the Privacy Shield Framework.

General sub-processors

Customer support portals and chat services such as or similar to FreshDesk, Mixpanel EU, Product Fruits s.r.o. and their sub-processors.