KEY INFORMATION
TERMS & CONDITIONS
British International Freight Association (BIFA) Standard Trading Conditions 2021 Edition (England) © BIFA 2021
THE CUSTOMER’S ATTENTION IS DRAWN TO SPECIFIC CLAUSES HEREOF WHICH EXCLUDE OR LIMIT THE COMPANY’S LIABILITY AND THOSE WHICH REQUIRE THE CUSTOMER TO INDEMNIFY THE COMPANY IN CERTAIN CIRCUMSTANCES AND THOSE WHICH LIMIT TIME AND THOSE WHICH DEAL WITH CONDITIONS OF ISSUING EFFECTIVE GOODS INSURANCE BEING CLAUSES 7, 8, 10, 11(A) and 11(B) 12-14 INCLUSIVE, 18-20 INCLUSIVE, AND 24-27 INCLUSIVE. THE CUSTOMER’S ATTENTION IS ALSO DRAWN TO CLAUSE 28 WHICH PERMITS ARBITRATION IN CERTAIN CIRCUMSTANCES.
All headings are indicative and do not form part of these conditions.
Definitions and Application
In these conditions the following words shall have the following meanings:-
- “Company”the BIFA member trading under these conditions
- “Consignee”the Person to whom the Goods are consigned
- “Customer”any Person at whose request or on whose behalf the Company undertakes any business or provides advice, information or services
- “Direct Customs Agent”the Company acting in the name of and on behalf of the Customer and/or Owner with H.M. Revenue and Customs (“HMRC”) as defined by the Taxation (Cross Border Trade) Act 2018, Clause 21.1(a), or as amended
- “Goods”the cargo to which any business under these conditions relates
- “Person”natural person(s) or any body or bodies corporate
- “LMAA”the London Maritime Arbitrators Association
- “SDR”are Special Drawing Rights as defined by the International Monetary Fund
- “Transport Unit”packing case, pallets, container, trailer, tanker, or any other device used whatsoever for and in connection with the carriage of Goods by land, sea or air
- “Owner”the Owner of the Goods or Transport Unit and any other Person who is or may become interested in them
2(A) Subject to sub-paragraph (B) below, all and any activities of the Company in the course of business, whether gratuitous or not, are undertaken subject to these conditions.
(B) If any legislation, to include regulations and directives, is compulsorily applicable to any business undertaken, these conditions shall, as regards such business, be read as subject to such 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 legislation, and if any part of these conditions be repugnant to such legislation to any extent, such part shall as regards such business be overridden to that extent and no further.
3 The Customer warrants that he is either the Owner, or the authorised agent of the Owner and, also, that he is accepting these conditions not only for himself, but also as agent for and on behalf of the Owner.
The Company
4(A) Subject to clauses 11 and 12 below, the Company shall be entitled to procure any or all of the services as an agent, or, to provide those services as a principal.
(B) The Company reserves to itself full liberty as to the means, route and procedure to be followed in the performance of any service provided in the course of business undertaken subject to these conditions.
5 When the Company contracts as a principal for any services, it shall have full liberty to perform such services itself, or, to subcontract on any terms whatsoever, the whole or any part of such services.
6(A) When the Company acts as an agent on behalf of the Customer, the Company shall be entitled, and the Customer hereby expressly authorises the Company, to enter into all and any contracts on behalf of the Customer as may be necessary or desirable to fulfil the Customer’s instructions, and whether such contracts are subject to the trading conditions of the parties with whom such contracts are made, or otherwise.
(B) The Company shall, within 14 days’ notice given by the Customer, provide evidence of any contract entered into as agent for the Customer. Insofar as the Company may be in default of the obligation to provide such evidence, it shall be deemed to have contracted with the Customer as a principal for the performance of the Customer’s instructions.
7 In all and any dealings with HMRC, for and on behalf of the UK established Customer and/or Owner, the Company is deemed to be appointed and duly empowered to act as a Direct Customs Agent only, to make Customs declarations in the name of the Customer (Principal) as their “Direct Agent”.
8(A) Subject to sub-clause (B) below,
the Company:
- has a general lien on all Goods and documents relating to Goods in its possession, custody or control for all sums due at any time to the Company from the Customer and/or Owner on any account whatsoever, whether relating to Goods belonging to, or services provided by or on behalf of the Company to the Customer or Owner. Storage charges shall continue to accrue on any Goods detained under lien;
(ii) shall be entitled, on at least 21 days’ notice in writing to the Customer, to sell or dispose of or deal with such Goods or documents as agent for, and at the expense of, the Customer and apply the proceeds in or towards the payment of such sums;
(iii) shall, upon accounting to the Customer for any balance remaining after payment of any sum due to the Company, and for the cost of sale and/or disposal and/or dealing, be discharged of any liability whatsoever in respect of the Goods or documents.
(B) When the Goods are liable to perish or deteriorate, the Company’s right to sell or dispose of or deal with the Goods shall arise immediately upon any sum becoming due to the Company, subject only to the Company taking reasonable steps to bring to the Customer’s attention its intention to sell or dispose of the Goods before doing so.
9 The Company shall be entitled to retain and be paid all brokerages, commissions, allowances and other remunerations customarily retained by, or paid to, freight forwarders.
10(A) Should the Customer, Consignee or Owner of the Goods fail to take delivery at the appointed time and place when and where the company is entitled to deliver, the Company shall be entitled to store the Goods, or any part thereof, at the sole risk of the Customer or Consignee or Owner, whereupon the Company’s liability in respect of the Goods, or that part thereof, stored as aforesaid, shall wholly cease. The Company’s liability, if any, in relation to such storage, shall be governed by these conditions. All costs incurred by the Company as a result of the failure to take delivery shall be deemed as freight earned, and such costs shall, upon demand, be paid by the Customer.
(B) The Company shall be entitled at the expense of the Customer to dispose of or deal with (by sale or otherwise as may be reasonable in all the circumstances):-
(i) after at least 21 days’ notice in writing to the Customer, or (where the Customer cannot be traced and reasonable efforts have been made to contact any parties who may reasonably be supposed by the Company to have any interest in the Goods) without notice, any Goods which have been held by the Company for 60 days and which cannot be delivered as instructed; and
(ii) without prior notice, any Goods which have perished, deteriorated, or altered, or are in immediate prospect of doing so in a manner which has caused or may reasonably be expected to cause loss or damage to the Company, or third parties, or to contravene any applicable laws or regulations.
11(A) No insurance will be effected except pursuant to and in accordance with clearly stated instructions given in writing by the Customer and accepted in writing by the Company, and all insurances effected by the Company are subject to the usual exceptions and conditions of the policies of the insurers or underwriters taking the risk. Unless otherwise agreed in writing, 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 held by the Company.
(B) Insofar as the Company agrees to effect insurance, the Company acts solely as agent for the Customer, and the limits of liability under clause 26(A) of these conditions shall not apply to the Company’s obligations under clause 11.
12(A) Except under special arrangements previously made in writing by an officer of the Company so authorised, or made pursuant to or under the terms of a printed document signed by the Company, any instructions relating to the delivery or release of the Goods in specified circumstances (such as, but not limited to, against payment or against surrender of a particular document) are accepted by the Company, where the Company has to engage third parties to effect compliance with the instructions, only as agents for the Customer.
(B) Despite the acceptance by the Company of instructions from the Customer to collect freight, duties, charges, dues, or other expenses from the Consignee, or any other Person, on receipt of evidence of proper demand by the Company, and, in the absence of evidence of payment (for whatever reason) by such Consignee, or other Person, the Customer shall remain responsible for such freight, duties, charges, dues, or other expenses.
(C) The Company shall not be under any liability in respect of such arrangements as are referred to under sub-clause (A) and (B) hereof save where such arrangements are made in writing, and in any event, the Company’s liability in respect of the performance of, or arranging the performance of, such instructions shall not exceed the limits set out in clause 26(A) (ii) of these conditions.
13 Advice and information, in whatever form it may be given, is provided by the Company for the Customer only. The Customer shall indemnify the Company against all loss and damage suffered as a consequence of passing such advice or information on to any third party.
14 Without prior agreement in writing by an officer of the Company so authorised, the Company will not accept or deal with Goods that require special handling regarding carriage, handling, or security whether owing to their thief attractive nature or otherwise including, but not limited to bullion, currency, securities, precious stones, jewellery, valuables, antiques, pictures, human remains, living creatures, plants. Should any Customer nevertheless deliver any such goods to the Company, or cause the Company to handle or deal with any such goods, otherwise than under such prior agreement, the Company shall have no liability whatsoever for or in connection with the goods, howsoever arising.
15 Except pursuant to instructions previously received in writing and accepted in writing by the Company, the Company will not accept or deal with Goods of a dangerous or damaging nature, nor with Goods likely to harbour or encourage vermin or other pests, nor with Goods liable to taint or affect other Goods. If such Goods are accepted pursuant to a special arrangement, but, thereafter, and in the opinion of the Company, constitute a risk to other goods, property, life or health, the Company shall, where reasonably practicable, contact the Customer in order to require him to remove or otherwise deal with the goods, but reserves the right, in any event, to do so at the expense of the Customer.
16 Where there is a choice of rates according to the extent or degree of the liability assumed by the Company and/or third parties, no declaration of value will be made and/or treated as having been made except under special arrangements previously made in writing by an officer of the Company so authorised as referred to in clause 26(D).
The Customer
17 The Customer warrants:
(A) (i) that the following (furnished by on or behalf of the Customer) are full and accurate: the description and particulars of any Goods; any information furnished (including but not limited to, the nature, gross weight, gross mass (including the verified actual gross mass of any container packed with packages and cargo items), and measurements of any Goods); and the description and particulars of any services required by or on behalf of the Customer are full and accurate, and
(ii) that any Transport Unit and/or equipment supplied by the Customer in relation to the performance of any requested service is fit for purpose;
(B) that all Goods have been properly and sufficiently prepared, packed, stowed, labelled and/or marked, and that the preparation, packing, stowage, labelling and marking are appropriate to any operations or transactions affecting the Goods and the characteristics of the Goods.
(C) that where the Company receives the Goods from the Customer already stowed in or on a Transport Unit, the Transport Unit is in good condition, and is suitable for the carriage to the intended destination of the Goods loaded therein, or thereon;
(D) that where the Company provides the Transport Unit, on loading by the Customer, the Transport Unit is in good condition, and is suitable for the carriage to the intended destination of the Goods loaded therein, or thereon.
18 Without prejudice to any rights under clause 15, where the Customer delivers to the Company, or causes the Company to deal with or handle Goods of a dangerous or damaging nature, or Goods likely to harbour or encourage vermin or other pests, or Goods liable to taint or affect other goods, whether declared to the Company or not, he shall be liable for all loss or damage arising in connection with such Goods, and shall indemnify the Company against all penalties, claims, damages, costs and expenses whatsoever arising in connection therewith, and the Goods may be dealt with in such manner as the Company, or any other person in whose custody they may be at any relevant time, shall think fit.
19 The Customer undertakes that no claim shall be made against any director, servant, or employee of the Company which imposes, or attempts to impose, upon them any liability in connection with any services which are the subject of these conditions, and, if any such claim should nevertheless be made, to indemnify the Company against all consequences thereof.
20 The Customer shall save harmless and keep the Company indemnified from and against
(A) all liability, loss, damage, costs and expenses whatsoever (including, without prejudice to the generality of the foregoing, all duties, taxes, imposts, levies, deposits and outlays of whatsoever nature levied by any authority in relation to the Goods) arising out of the Company acting in accordance with the Customer’s instructions, or arising from any breach by the Customer of any warranty contained in these conditions, or from the negligence of the Customer;
(B) without derogation from sub-clause (A) above, any liability assumed, or incurred by the Company when, by reason of carrying out the Customer’s instructions, the Company has become liable to any other party;
(C) all claims, costs and demands whatsoever and by whomsoever made or preferred, in excess of the liability of the Company under the terms of these conditions, regardless of whether such claims, costs, and/or demands arise from, or in connection with, the breach of contract, negligence or breach of duty of the Company, its servants, sub-contractors or agents;
(D) any claims of a general average nature which may be made on the Company.
21(A) The punctual receipt in full of sums falling due from the Customer to the Company is critical to the operation of the Company’s business and its performance of its obligations to the Customer. Accordingly the Customer shall pay to the Company in cash, or as otherwise agreed, all sums when due, immediately and without reduction or deferment on account of any claim, counterclaim or set-off. Time is of the essence of payment of all and any sums payable by the Customer to the Company.
(B) In the event of any failure by the Customer to make full and punctual payment of any sum payable to the Company (in accordance with clause 21(A) above):
(i) Any and all other sums properly earned by and/or otherwise due to the Company (but which, but for this clause 21(B), would otherwise not yet be payable by the Customer, whether by virtue of an agreed credit period or otherwise) shall become immediately payable in full; and
(ii) Any sum thereby becoming immediately payable shall be paid to the Company in cash, or as otherwise agreed, and without reduction or deferment on account of any claim, counterclaim or set-off.
(C) No omission to seek compensation for breach of 21(A) and (B) above by the Company shall constitute a waiver or release to the Customer from any liability under 21(A) and (B) above during the application of these terms unless agreed in writing by authorised officers of the Company and Customer.
(D) The Late Payment of Commercial Debts (Interest) Act 1998, as amended, shall apply to all sums due from the Customer.
22 Where liability arises in respect of claims of a general average nature in connection with the Goods, the Customer shall promptly provide security to the Company, or to any other party designated by the Company, in a form acceptable to the Company.
Liability and Limitation
23 The Company shall perform its duties with a reasonable degree of care, diligence, skill and judgment.
24 The Company shall be relieved of liability for any loss or damage if, and to the extent that, such loss or damage is caused by:-
(A) strike, lock-out, stoppage or restraint of labour, the consequences of which the Company is unable to avoid by the exercise of reasonable diligence; or
(B) any cause or event which the Company is unable to avoid, and the consequences of which the company is unable to prevent by the exercise of reasonable diligence.
25 Except under special arrangements previously made in writing by an officer of the Company so authorised, the Company accepts no responsibility with regard to any failure to adhere to agreed departure or arrival dates of Goods.
26(A) Subject to clause 2(B) and 11(B) above and sub-clause (D) below, the Company’s liability howsoever arising and, notwithstanding that the cause of loss or damage be unexplained, shall not exceed:
(i) in the case of claims for loss or damage to Goods:
(a) the value of any loss or damage; or
(b) a sum at the rate of 2 SDR per kilo of the gross weight of any Goods lost or damaged
whichever shall be the lesser.
(ii) subject to (iii) below, in the case of all other claims:
- the value of the subject Goods of the relevant transaction between the Company and its Customer; or
(b) where the weight can be defined, a sum calculated at the rate of 2 SDR per kilo of the gross weight of the subject Goods of the said transaction; or
(c) 75,000 SDR in respect of any one transaction,
whichever shall be the lesser.
(iii) in the case of an error and/or omission, or a series of errors and/or omissions which are repetitions of or represent the continuation of an original error and/or omission:
- the loss incurred; or
(b) 75,000 SDR in the aggregate of any one trading year commencing from the time of the making of the original error and/or omission,
whichever shall be the lesser.
For the purposes of clause 26(A), the value of the Goods shall be their value when they were, or should have been, shipped. The value of SDR shall be calculated as at the date when the claim is received by the Company in writing.
(B) Subject to clause 2(B) above and sub-clause (D) below, the Company’s liability for loss or damage as a result of failure to deliver, or arrange delivery of goods, in a reasonable time, or (where there is a special arrangement under Clause 25) to adhere to agreed departure or arrival dates, shall not in any circumstances whatever exceed a sum equal to twice the amount of the Company’s charges in respect of the relevant contract.
(C) Save in respect of such loss or damage as is referred to at sub-clause (B), and subject to clause 2(B) above and sub-clause (D) below, the Company shall not in any circumstances whatsoever be liable for indirect or consequential loss such as (but not limited to) loss of profit, loss of market, or the consequences of delay or deviation, however caused.
(D) On clearly stated instructions in writing declaring the commodity and its value, received from the Customer and accepted by the Company, the Company may accept liability in excess of the limits set out in sub-clauses (A) to (C) above upon the Customer agreeing to pay the Company’s additional charges for accepting such increased liability. Details of the Company’s additional charges will be provided upon request.
27(A) Any claim by the Customer against the Company arising in respect of any service provided for the Customer, or which the Company has undertaken to provide, shall be made in writing and notified to the Company 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 any claim not made and notified as aforesaid shall be deemed to be waived and absolutely barred, except where the Customer can show that it was impossible for him to comply with this time limit, and that he has made the claim as soon as it was reasonably possible for him to do so.
(B) Notwithstanding the provisions of sub-paragraph (A) above, the Company shall in any event be discharged of all liability whatsoever and howsoever arising in respect of any service provided for the Customer, or which the Company has undertaken to provide, unless suit be brought and written notice thereof given to the Company within nine months from the date of the event or occurrence alleged to give rise to a cause of action against the Company.
Jurisdiction and Law
28 (A) These conditions and any act or contract to which they apply shall be governed by English law.
(B) Any dispute arising out of any act or contract to which these Conditions apply shall, save as provided in
(C) below, be subject to the exclusive jurisdiction of the English courts.
(C) Notwithstanding (B) above, the Company is entitled to require any dispute to be determined by arbitration.
(D) The Company may exercise its rights under (C) above either by itself commencing arbitration in respect of a dispute or by giving written notice to the Customer requiring a dispute to be determined by arbitration.
(E) In the event that the Company exercises its rights under (C) above, the corresponding arbitration shall be conducted as follows:
(i) Where the amount claimed by the claimant is less than £400,000, excluding interest, (or such other sum as the Company and Customer may agree, and subject to (iii) below), the reference shall be to a tribunal of three arbitrators and the arbitration shall be conducted in accordance with the LMAA Intermediate Claims Procedure applicable at the date of the commencement of the arbitration proceedings;
(ii) Where the amount claimed by the claimant is less than £100,000, excluding interest, (or such other sum as the Company and Customer may agree, and subject to (iii) below), the reference shall be to a sole arbitrator and the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure applicable at the date of the commencement of the arbitration proceedings;
(iii) In any case where neither of the LMAA Procedures referred to in (i) and/or (ii) above applies, the
reference shall be to three arbitrators in accordance with the LMAA Terms applicable at the date of the commencement of the arbitration proceedings.
© BIFA 2021
ADDENDUM TO IMPLEMENT LEGISLATIVE OBLIGATIONS RELATING TO DATA PROCESSING OF PERSONAL DATA AND DATA SUBJECTS
IT IS HEREBY AGREED AS FOLLOWS:
- The following definitions will apply:
- “CSM Logistics”means CSM Logistics Ltd (03274787).
- “Applicable Law”means the laws of England and Wales (and any EU regulations from time to-time applicable (i) whilst the United Kingdom remains a member of the European Union or (ii) subsequently under the terms of the European Union (Withdrawal) Bill);
- “Controller”has the meaning set out in the Data Protection Legislation;
- “Customer”means the contracting party set out in the signature block at the end of this Addendum;
- “Data Loss Event”means any event that results, or may result, in unauthorised access to Personal Data held by CSM Logistics hereunder, and/or actual or potential loss and/or destruction of Personal Data in breach of the Clause DP, including any Personal Data Breach;
- “Data Protection Legislation”means all applicable privacy or data protection laws and regulations (as amended, consolidated or re-enacted from time-to-time) which relate to the protection of individuals with regards to the processing of personal data to which a party is subject, including the Data Protection Act 1998 (as may be superseded) and GDPR (on and from 25 May 2018) for as long as any of the above are incorporated into Applicable Law together with any guidance and/or codes of practice issued from time-to-time by the Information Commissioner;
- “Data Subject”has the meaning set out in the Data Protection Legislation;
- “Data Subject Access Request”means a request made by, or on behalf of, a Data Subject in accordance with rights granted pursuant to the Data Protection Legislation to access their Personal Data;
- “EEAmeans the European Economic Area;
- “GDPRmeans Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and repealing Directive 95/46/EC (General Data Protection Regulation) OJ L 119/1, 4.5.2016;
- “Holding Company”means any such legal entity that acquires a controlling interest in CSM Logistics Inc. Ltd.
- “Original Terms and Conditions”the terms and conditions currently in force between the parties;
- “Personal Data”has the meaning set out in the Data Protection Legislation and includes (but is not limited to) special categories of personal data which reveal racial or ethnic origin, political opinions, religious or philosophical beliefs, sex, sexual orientation, trade union membership or the processing of genetic or biometric data, for the purpose of uniquely identifying a natural person;
- “Personal Data Breach”has the meaning set out in the Data Protection Legislation;
- “Processor”has the meaning set out in the Data Protection Legislation;
- “Security Measures”means appropriate technical and organisational measures for the services provided by the Processor;
- “Sub-processor”means any third party appointed to process Personal Data on behalf of CSM Logistics.
- In consideration of the ongoing provision of any services by CSM Logistics after 25th May 2018, the terms of this Addendum will be incorporated into the Original Terms and Conditions.
- Notwithstanding any provisions in the Original Terms and Conditions relating to the protection of individuals with regards to the processing of Personal Data, such provisions will be superseded in their entirety and replaced by the following new Clause DP.
- The following new Clause DP will form an integral part of the Original Terms and Conditions, as follows:
- The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and CSM Logistics is the Processor.
- CSM Logistics shall notify the Customer immediately if it considers that any of the Customer’s instructions infringe the Data Protection Legislation.
- CSM Logistics shall provide reasonable assistance to the Customer in relation to compliance with the Data Protection Legislation.
- CSM Logistics shall, in relation to any Personal Data processed in connection with its obligations to the Customer:
- process that Personal Data only in accordance with the Schedule below, unless CSM Logistics is required to do otherwise by Applicable Law. If it is so required, CSM Logistics shall promptly notify the Customer before processing the Personal Data unless prohibited by Applicable Law;
- ensure that it has Security Measures in place (available on request) and the Customer hereby confirms that such Security Measures are appropriate to protect against a Data Loss Event having taken into account the:
- nature of the Personal Data to be protected;
- harm that might result from a Data Loss Event;
- state of technological development; and
- cost of implementing any additional measures;
- In relation to the clauses above, the Controller is responsible (as between the parties and to Data Subjects and supervisory authorities) for:
- ensuring that Data Subjects have given appropriate consent to the processing of any Personal Data by the Processor;
- ensuring the Security Measures meet the GDPR standard of appropriateness;
- claims or complaints resulting from CSM Logistics’ actions to the extent that such actions directly result from instructions received from the Customer.
- cost of implementing any additional measures;
In relation to DP.4.3.2, the parties acknowledge that the Processor may not be in a position to assess what measures are appropriate to the Controller’s Personal Data (since the data is collected and processed for the purposes of the Controller’s and not the Processor’s business). The Controller may select chargeable services for additional security measures which exceed the standard security measures provided by the Processor.
- ensure that:
- CSM Logistics personnel do not process Personal Data except in accordance with this Clause DP (and in particular the Schedule below);
- it takes all reasonable steps to ensure the reliability and integrity of any CSM Logistics or third party personnel who have access to the Personal Data and ensure that they: (i) are aware of and comply with CSM Logistics’ duties under this clause; (ii) are subject to appropriate confidentiality undertakings with CSM Logistics or any Sub-processor; (iii) are informed of the confidential nature of the Personal Data and do not publish, disclose or divulge any of the Personal Data to any third party unless directed in writing to do so by the Customer or as otherwise permitted hereunder; and (iv) have undergone adequate training in the use, care, protection and handling of Personal Data; and
- not transfer Personal Data outside of the EEA unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
- the Customer or CSM Logistics has provided appropriate safeguards in relation to the transfer (in accordance with GDPR Article 46) as determined by the Customer;
- the Data Subject has enforceable rights and effective legal remedies;
- CSM Logistics complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred (or, if it is not so bound, uses all reasonable endeavours to assist the Customer in meeting its obligations); and
- CSM Logistics complies with any reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
IT BEING ACCEPTED by the Customer that:
- it is technically possible for hosted systems to be accessed by the Customer from outside the EEA
- the Customer is responsible for obtaining any necessary consent from Data Subjects in relation to any access by the Customer or licensed third parties to such hosted systems from outside the EEA; and
- the Customer is liable for any complaints or claims by Data Subjects or third parties resulting from such access.
- at the written direction of the Customer, delete or return Personal Data (and any copies of it) to the Customer on termination unless CSM Logistics is required by Applicable Law to retain the Personal Data.
- Before allowing any Sub-processor to process any Personal Data related hereto CSM Logistics must give the Customer:
- at least 30 calendar days’ notice in writing of the intended Sub-processor and processing;
- confirmation that there is a written agreement with the Sub-processor which give effect to the terms set out in this Clause DP such that they apply to the Sub-processor;
- such information regarding the Sub-processor as the Customer may subsequently reasonably require. CSM Logistics shall remain fully liable for all acts or omissions of any Sub-processor.
- CSM Logistics occasionally utilises additional IT support services from its vendors & partners, some of which may be from outside the EEA, which conforms to all necessary requirements and appropriate safeguards under Applicable Law (including GDPR Article 46). No physical transfer of Data takes place during the provision of such support services. Controlled remote access is granted to the staff in CSM Logistics only for the limited purposes of Level 3 support services. Personal Data will be anonymised wherever reasonably practicable to do so in the timeframes available. Compliance with Applicable Law can be provided in writing to the Customer in this regard.
- Subject to Clause DP.4, CSM Logistics shall notify the Customer immediately if it:
- receives a Data Subject Access Request (or purported Data Subject Access Request) relevant to the Customer;
- receives a request to rectify, block or erase any Personal Data relevant to the Customer;
- receives any other request, complaint or communication relating to either party’s obligations under the Data Protection Legislation;
- receives any communication from the Information Commissioner or any other regulatory authority in connection with Personal Data, relevant to the Customer, processed hereunder;
- receives a request from any third party relevant to the Customer for disclosure of Personal Data where compliance with such request is required or purported to be required by Applicable Law; or
- becomes aware of a Data Loss Event relevant to the Customer.
- CSM Logistics’ obligation to notify under Clause DP.7 shall include the provision of further information to the Customer in phases, as details become available.
- Taking into account the nature of the processing, CSM Logistics shall provide the Customer with full assistance in relation to either party’s obligations under Data Protection Legislation and any complaint, communication or request made under Clause DP.7 (within the timescales agreed between the parties) including by promptly providing:
- the Customer with full details and copies of the complaint, communication or request;
- such assistance as is reasonably requested by the Customer to enable the Customer to comply with a Data Subject Access Request within the relevant timescales set out in the Data Protection Legislation;
- the Customer, at its request, with any Personal Data it holds in relation to a Data Subject;
- assistance as requested by the Customer following any Data Loss Event;
- assistance as requested by the Customer with respect to any request from the Information Commissioner’s Office, or any consultation by the Customer with the Information Commissioner’s Office.
- CSM Logistics shall maintain complete and accurate records and information to demonstrate its compliance with Article 30 of GDPR.
- CSM Logistics shall allow for audits of its security measures and data processing activities by the Customer or the Customer’s designated auditor at reasonable times and on reasonable notice.
- For the avoidance of doubt, notwithstanding anything to the contrary in the Original Terms and Conditions, each party accepts liability for loss of Personal Data to the extent that the loss of Personal Data is caused by:
- a material breach by such party of their data processing obligations under Applicable Law;
- a failure by such party to provide the Security Measures that it was contractually committed to provide in relation to such Personal Data
up to the sum equitable to the original contracted value.
- Notwithstanding anything to the contrary set out in the Original Terms and Conditions, to the extent that there is any duplication or conflict between definitions or clauses used in the Original Terms and Conditions and this Addendum, the definitions and clauses set out in this Addendum will apply and take precedence. In all other respects the Original Terms and Conditions as amended by this Addendum shall continue in full force and effect.
- Each party confirms that their signatory set out below is a duly authorised representative and authorised to act on behalf of the relevant party. All the terms of Clause DP are expressly confirmed and consented to by the Customer hereunder.
- This Addendum is governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales.
In witness of which the parties have agreed to this Addendum and executed this Addendum by their duly authorised representatives
