Terms of Service

1. Definitions

A list of defined terms which are referred to below is set out at Appendix A.

2. Applicable Terms and Acceptance

2.1 This section describes the contract, and the importance of reading it and all related documents.

DP World Logistics FZE (referred to herein as DP World, us, or we) or the DP World company specified in an Order Form (as defined in section 16 below) provides the DP World Fulfillment Services (which will be referred to generally as Services, as there are many features which we offer) subject to these terms and other important policies which can be found at https://fulfillment.dpworld.com, all of which are incorporated together to form the Agreement. These terms, and the other aspects which together comprise the Agreement are important, and you are advised to read them carefully.

If you are happy with the Agreement and want to apply for an account to access and use the Services (Account) then we look forward to your application. By doing so, you are acknowledging for yourself and on behalf of your company that you understand the Agreement, are happy to be bound by it, and that you are authorized to accept the Agreement.

2.2 This section notifies you that from time to time the Agreement may change.

As the Services are updated, augmented, improved or where there are other factors such as changes in law we may make changes to the Agreement. Where we do so, we will change the “last updated” date; in certain circumstances we may notify you but we are not obligated to do so. We ask that you regularly review this Agreement to ensure you are up to date. Changes to the Agreement have immediate effect, and when you use the Services, you are accepting the latest version of the Agreement. If you do not wish to accept, you have the right to terminate the Agreement and to stop using the Services.

2.3 To access the Services, you must apply for an Account. This section tells you how.

You must apply to register for an Account. Registering an Account is at our sole discretion and is subject to standard compliance and KYC checks. As part of the application process, we will request that you provide us with certain information to satisfy our checks. If you do not provide information requested within ten (10) Business Days, we have the right to reject your application for an Account. If your application for an Account is accepted, we will contact you with Account activation instructions and next steps. Where we need more information, we will notify you. There may be circumstances where we need to terminate, or suspend access to, your Account. DP World will not be liable for any loss or damage caused during such suspension or termination, including but not limited to the incurring of any additional storage charges or other charges which are a result of such suspension or termination.

2.4 This is a general description of the Services but is not limited to this. Once your Account is open, you will see the full scope of Services.

The Services include: (a) providing a digital platform to support the receipt, counting, storage, picking and packing of Goods pursuant to your Orders by DP World Facilities; (b) providing technology solutions to support the delivery of the Goods by Carriers; (c) providing access to the Seller Portal; and (d) providing all data, reports, text, images, sounds, video, and content (including any offline reports, pricing matrices, or other content made available to you through any of the foregoing), including, in each case, all modifications of or updates to such material.

3. Access to the Services; Your Content; Account Security

3.1 We own the Intellectual Property Rights in our Services and products.

This section describes the limited license to our Intellectual Property Rights which we grant to you when you have an Account. The technology will be described generally as “Product”.Under this Agreement, DP World grants you during the term of this Agreement a revocable, non-transferable, non-sublicensable and non-exclusive license (“License”) to use the Product solely in accordance with any documentation provided by DP World and solely in connection with the Services. You are not permitted to (and shall not allow any third party to) copy, modify, duplicate, frame, mirror, republish, download, display, transmit, publish, distribute, create a derivative work of, attempt to decompile, reverse engineer, reverse assemble, reverse compile, disassemble or otherwise reduce to human-perceivable form or otherwise attempt to discover any source code, of all or any part of the Product, or rent, lease, use by timeshare, sell, assign, license, sublicense, attempt to commercially exploit or otherwise attempt to transfer any right in the Product or make all or any part of the Product available to any third party. You must also not (and must not allow any third party to) attempt to gain unauthorized access to the Seller Portal or any related systems and networks. You agree not to access the Services by any means other than through your Account. Any rights not expressly granted herein are reserved. DP World does not license or grant the right to use any trademark of DP World or any third party. If you breach this section, or if DP World, acting reasonably, forms the view that there is a risk that you have not complied with this section or any other provision of this Agreement, the License may be terminated immediately. Your License only exists to the extent you have an Account.

3.2 We make the platform available to you, but you are solely responsible for what you upload to the platform or make available to us

DP World has no way of verifying Your Content and shall not be liable for any delay, loss, damage, or costs which may arise as a result of any inaccuracy in Your Content. Except to the extent set out herein, we take no rights, title, or interest in and to Your Content. You grant DP World a worldwide, sublicensable, transferable, non-exclusive, royalty-free, fully-paid, perpetual and irrevocable license and right to use, distribute, reproduce, host, modify and process Your Content as needed to provide the Services. We may use Your Content for statistical or analytic purposes, but in aggregate and in anonymized form. We may remove or take down Your Content if it breaches this Agreement. You confirm, warrant, and represent that you own all of Your Content and/or that you have obtained all such permissions, releases, rights, or licenses which are required to enable you to use, post and engage in all other activities associated with the Services (including such permissions, releases, rights or licenses which allow you to grant DP World the right and license to use, distribute, reproduce, host, modify and process Your Content and exercise its rights under this Agreement). You further confirm, warrant, and represent that Your Content does not, and will not:

violate, infringe or misappropriate any third party’s Intellectual Property or privacy rights;
contain any material that is unlawful, harmful, defamatory, facilitating illegal activity, obscene, promoting violence, threatening, abusive, tortious, offensive, harassing, discriminatory, otherwise illegal or which may cause damage or injury to any person or property, or otherwise unlawful;
include any thing or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device, prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (including by re-arranging, altering or erasing the programme or data in whole or part or otherwise) or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

3.3 Certain personal details may be required in order to access the Services, and for the fulfillment services to be provided to your customers. This may be considered personal data, under applicable laws.

We must both comply with laws relating to personal data and the obligations set forth in the (“DPA”), which is set out at Appendix B and which forms part of this Agreement.

3.4 You should keep the details of your Account, and your access details, secure and confidential

You are solely responsible for all activities that occur under your login or Account, including any activities that occur under your login or Account as a result of your access to the Account or any unauthorized access to the Account and therefore you must maintain confidentiality of your Account details. You agree that DP World shall not be liable for any unauthorized use of your Account and for any loss or damage that results from such unauthorized use, or for any unauthorized access which occurs when your details are transmitted across networks which we do not control. You must notify DP World immediately on becoming aware of any unauthorized use of the Account or any breach of confidentiality of your login details, password or Account information. For support purposes, DP World reserves the right to access your Account and grant certain designated employees such access rights. Such access shall include all data uploaded to the Account and may include Personal Information.

4. Your obligations and warranties

4.1 Your Account is subject to your commitment to certain standards and practices

You may only use your Account and the Services:

for lawful purposes and subject to the terms of this Agreement;
in compliance with all applicable laws, including without limitation, (i) all applicable data, privacy and export control laws; (ii) all laws, rules, regulations, decrees and/or official government orders relating to international trade; (iii) all applicable laws and regulations relating to importing your Goods into another country or territory, including all customs, duty VAT/GST laws and regulations relating to the import of the Goods (having determined proper tariff classification and country of origin of Goods and whether Goods qualify for administrative exemptions); and (iv) all applicable laws, statutes, regulations and/or codes relating to anti-bribery and anti-corruption, including without limitation the United States Foreign Corrupt Practices Act and United Kingdom Bribery Act 2010;
in compliance with any codes of conduct and regulations which apply in your industry;
where the Goods have been delivered DDP to our facilities, with all duties and taxes paid, released for free circulation and free of any encumbrances;
in compliance with the shipping Requirements below;
where the origin, destination or country of transit is not a restricted or embargoed country, (ii) the Goods are not a restricted commodity; (iii) any of the involved parties are not a denied or sanctioned party; or (iv) any applicable licenses obtained and/or provided by your customers are not incorrect, insufficient or incomplete; and
where your customers have been subjected to adequate KYC procedures designed to prevent money laundering.

4.2 Your business is in shipping goods, and therefore you are responsible for all relevant requirements.

You are solely responsible for ensuring that your documentation and the instructions you provide specifically and correctly address all present and future laws, statutes, ordinances, requirements, orders, directions, rules, and regulations of any kind or nature, whether statutory or common law, including all environmental and safety laws, customs, sales tax laws and regulations issued or enforced by any federal, state, provincial, or local government, authority or agency, which govern or apply in any way to your Goods or Goods provided by you or the shipping requirements applicable to such Goods that arise under this Agreement (the “Requirements”). Where there are Requirements which DP World must know and with which it must comply in order to properly perform the Services, you must make DP World aware of any and all such Requirements in writing; and in respect of new Requirements introduced after you register for an Account, no less than thirty (30) days prior to the coming into force of such Requirements. If compliance with any Requirement(s) prevents us from performing the Services, or materially increases our costs in performing such the Services, DP World may elect to either (i) suspend the performance of the Services or (ii) apply any additional fees associated with compliance or resulting from non-compliance.

4.3 Your Goods, or those of your customers, are your responsibility and therefore you must provide certain assurances about them

You represent, warrant, and covenant that:

– you are the legal owner of the Goods, including any underlying Intellectual Property Rights, and/or have lawful possession of the Goods and have the sole legal right to store and thereafter direct the release and/or delivery of the Goods;

– there are no (undisclosed) potential health, safety, or environmental hazards associated with the Goods or with performance of the Services in relation to the Goods;

– the Goods are not mislabeled, misbranded, adulterated (including adulteration by any insect or infestation);

– the information set forth on any shipment or delivery document, including information as to count, weight, description, and condition of the Goods, is accurate and complete and may be relied upon by us;

– the Goods do not comprise any items which are prohibited in the region in which the Goods will be received, stored or shipped;

– none of the Goods constitute waste or will be of a type that are or may become poisonous, corrosive, flammable, volatile, explosive or radioactive (Dangerous Goods);

– your activities related to the promotion, sale, and distribution of the Goods comply with all applicable laws;

– your Goods do not violate the policies or any applicable laws (including but not limited to laws enforced by the European Medicines Agency or the European Food Safety Authority); and

– your Goods do not contain or comprise of any of the following: (i) products which violate, infringe or misappropriate any third party’s Intellectual Property or privacy rights; (ii) products which are unlawful, harmful, defamatory, facilitating or promoting illegal activity, implying or promoting support or funding of, or membership in, a terrorist organization, obscene, promoting violence or self-harm, threatening, abusive, tortious, offensive, harassing, discriminatory, otherwise illegal or which may cause damage or injury to any person or property, or are otherwise unlawful; (iii) products that exploit or abuse children; (v) products which contain or which are intended to transmit viruses or other malware or which are intended to in an unauthorized manner gain entry to, harm, or disrupt the data or operation of computing devices, infrastructure, or the like; (vi) products that contain personally identifiable information or Confidential Information unless you are in compliance with the DPA and have prior written consent from the person to whom such personal information belongs or who is otherwise authorized to provide such consent.

4.4 If your Goods do not meet the above standards, we reserve the right not to accept them or to remove them from the Services, as well as to terminate your Account and this Agreement.

We have the right but not the obligation to inspect any Goods which are to be the subject of the DP World Fulfillment Services, and may assess the quality, quantity, content or condition of such Goods. Where required, we may, at our sole discretion, elect to (i) reject the Goods; (ii) suspend or terminate the Services; (iii) quarantine such Goods; or (iv) immediately terminate this Agreement by notice to you. Any Goods rejected, quarantined, or for which DP World Fulfillment Services have been suspended or terminated shall be “Rejected Goods”. You will reimburse us for any reasonable costs incurred up to the date the Rejected Goods are either returned to you or disposed of. Additionally, in the event the Rejected Goods cause damage to our facilities, other clients’ goods or any other property, you will be liable for all costs and expenses incurred by us and/or any third party as a result, including the costs incurred for storage and transportation of the Rejected Goods, storage, transportation and/or repair or replacement of other affected goods and/or third-party property, return or destruction of the Rejected Goods, delay or non-shipment of any affected Goods, pest control, hazard remediation and/or cleaning of our facilities, legal costs in the event of an investigation into or court proceedings arising from the damage caused by the Rejected Goods, and any other reasonably incurred expenses. If you do not remove the Rejected Goods within thirty (30) days of receiving a required removal notice, DP World may dispose of the Goods and may charge you a reasonable disposal fee. If you have not removed the Rejected Goods within the thirty (30) days stipulated, you forfeit all rights to the Rejected Goods, and on disposal of the Rejected Goods you shall not be entitled to any damages or reimbursement for the value of goods disposed of by us.

4.5 Your Goods remain your responsibility even where under our control.

You shall not identify us as the consignee, importer of record, or the merchant of record. Beneficial title and interest to all Goods shall always remain with you, even when the Goods are stored at our facilities. You are solely responsible for ensuring that, where the transport and delivery of your Goods is carried out by us or by a Carrier as part of the Services, any documentation necessary or desirable to evidence compliance with import, export and customs requirements and to enable the efficient delivery of the Services is provided in advance in good time. Notwithstanding anything else in this Agreement, we shall not be under any obligation to transport or deliver your Goods if we reasonably believe or suspect such actions would be in contravention of any applicable import or export laws or sanctions. It is also your sole responsibility to protect yourself from fraud and you indemnify us against all costs, charges, fees or other such losses related to any fraudulent transactions.

5. Commercial Offers, Fees, and Payment

5.1 This section tells you how we make an offer, and you accept that offer.

The submission of a Commercial Offer containing quotation, estimate, delivery times or similar information, whether or not designated as an offer, shall not entail an obligation on the part of DP World to enter into an agreement with the other party.

All offers, quotations and estimates submitted by DP World are non-binding unless explicitly stated otherwise in writing or a period for acceptance is stipulated and can only be accepted without any deviations. An offer shall in any case be deemed to have been rejected if it is not accepted within one (1) month.

If a non-binding offer or quotation submitted by DP World is accepted by the other party, DP World shall be entitled to withdraw the offer within five (5) Business Days of receiving the acceptance.

DP World cannot be held to its quotations or offers if the other party could reasonably have been expected to understand that the quotations or offers or any part thereof contain an obvious mistake or error.

5.2 Fees

When you take Services, you will pay the Fees calculated in accordance with Appendix 1 – Rate Card. to the Order Form.

5.3 Changes to Fees

You acknowledge and agree that due to the nature of the DP World Fulfillment Services, the Fees may be subject to change. DP World may pass through to you any GRI or other Carrier surcharges charged by Carriers in relation to fuel, Dangerous Goods, Peak Season, and other Carrier surcharges, and DP World agrees to use commercially reasonable efforts to provide fifteen (15) days’ prior written notice of any such increases but shall not be held liable for any failure to provide such notice. Notwithstanding the foregoing, in the event any of our Carriers are impacted by a Force Majeure Event, if Carriers impose surcharges, DP World will pass through such surcharges and provide the same notice, if any, that DP World receives. DP World may, in its discretion, change other Fees upon thirty (30) days’ prior written notice to you. Any Fee changes will only apply to Orders completed after the effective date of such change. Your continued use of the Services following the effective date of any Fee increase will mean you accept and agree to pay the increased Fees. If any change to the Fees is unacceptable to you, you have the right to terminate the Agreement in accordance with Clause 14 of these Terms of Service.

5.4 Pricing Quotations

Pricing quotations accepted through the Seller Portal are estimates based on the best information available to DP World at the time. All monetary amounts stated in this Agreement and the Site are to be paid in the currency used by the country where the DP World Facility is located, unless otherwise specified. The Fees you will be required to pay will depend on a number of factors including the quantity and nature of the Goods for fulfillment, delivery locations and Carrier Charges. DP World does not accept liability for any Carrier shipping rate discrepancies due to inaccurate or incomplete information provided by you, including incorrect dimensions or weight.

5.5 Reimbursement of Taxes, Chargebacks, and Related Fees

You acknowledge that you are responsible for, and agree to reimburse DP World for, all sales taxes, transportation taxes, reversals, chargebacks, claims, fees, fines, penalties and other liabilities which may be incurred by DP World and its subcontractors (including Carriers), as applicable in connection with the Services. The aforementioned charges shall be posted to your Account within fifteen (15) days of DP World’s knowledge of such charges. Carrier and retail chargebacks may be subject to additional administrative fees as specified in the Policies.

5.6 Exclusive of International CDT and Transaction Taxes

Customs, duties, and taxes (“CDT”) on any international shipment charged by a Carrier, customs officials, or other governmental agencies are your sole responsibility and will be charged back to you regardless of whether they were or were not in the initial estimate, or whether the Order was or was not delivered. You acknowledge and agree that all Fees, charges, and any other amounts charged by DP World to you are exclusive of all applicable value added, sales/use or inventory, CDT, and service taxes (“Transaction Taxes”) which may be levied in connection with the DP World Fulfillment Services. You are liable for all Transaction Taxes regardless of the jurisdiction in which they arise. If DP World, in its sole discretion, pays any Transaction Taxes to a government authority on your behalf as a result of your failure to do so or your failure to properly submit compliance documentation (including improperly naming DP World as the consignee, importer of record or merchant of record), you will promptly reimburse DP World for all such amounts paid.

5.7 Payment Options

DP World is entitled to ask the other party to make an advance payment for the work it is to carry out and shall subsequently only be obliged to continue this work once the other party has made this advance payment.

DP World offers you convenient payment using wire transfer (subject to standard bank fees).

5.8 Payment Collection

Unless agreed otherwise, you must pay the Fees and other amounts due pursuant to the Agreement within fourteen (14) days of the invoice date, without any right to discount, setoff or suspension. In the event of failure to pay on time, you shall be in default without further notice of default being required from DP World.

If you dispute all or part of the invoice, you must notify DP World in writing, stating reasons, within five (5) Business Days of receiving the invoice. Disputing all or part of the invoice shall not suspend the payment obligation and you are still obligated to pay any undisputed amount due under this Agreement on the due date for payment.

If you fail to pay in good time, you shall, as of the invoice date, and without any demand or notice of default being required, owe interest on the amount due at the statutory commercial interest rate or, where applicable, the statutory interest rate, per annum on the daily outstanding balances, commencing at midnight on the due date of payment and concluding on the date of actual payment.

In the event of failure to pay on time as referred to in this article, you shall be obligated to pay any and all judicial and extra-judicial collection costs (in the latter case determined in accordance with the Extrajudicial Collection Costs (Standards) Act) in addition to the amount payable and the relevant interest due.

5.9 There are consequences if you do not pay any Fees when required to.

We will notify you via the Seller Portal and/or via email that your Fees are overdue. If your Fees (or any other amounts owed pursuant to this Agreement) remain unpaid for more than thirty (30) days after such notification, this will entitle DP World to (i) immediately terminate this Agreement or suspend your Account or (ii) reclassify your Account as an “Abandoned Account”.

If the Fees remain unpaid for more than sixty (60) days after such notification, then your Account will automatically be reclassified as an Abandoned Account.

To the fullest extent permitted by law, upon an Account becoming an Abandoned Account, all rights to ownership of the Account balance and your Goods will, subject to any notices required by law, immediately be forfeited by you to us. Subject to us complying with the requirements of any applicable law, Goods will become immediately and irrevocably unavailable to you, and liquidation proceedings will begin.

You agree that we will be free and clear of any liability to you for such Goods; (b) you assume any liability for the Goods in the event of such liquidation; (c) you remain liable for any Fees above and beyond the amount recoverable from the proceeds of liquidation of the Goods; and (d) you shall not be entitled to any damages or proceeds of liquidation of the Goodseven where such proceeds exceed the Fees, costs and/or amounts owed by you pursuant to this Agreement.

6. This section sets out important details on how the DP World Fulfillment Services are provided.

6.1 Inbound Shipment Instructions

Prior to any inbound shipment of Goods arriving at a DP World Facility, you must follow DP World’s Receiving Order instructions to provide DP World with digital bills of lading through the Seller Portal and schedule an appointment for inbound freight shipments (non-parcel) prior to their arrival at a DP World Facility. All inbound shipments shall be properly labeled and clearly identify the units and quantities of carton, case, or master case. Any inbound inventory received that does not follow the instructions as determined by DP World will be classified as an Unknown Receiving Order falling subject to the Policy (which includes delays and additional Fees set out in that policy).

6.2 Outstanding and Pending Orders

Where you wish to prioritize a particular Order, you shall notify DP World of the Order(s) and the requested timeline for the processing of such Orders. DP World will use its reasonable efforts to fulfill your request but shall not be held liable for any failure to comply with the requested timeline.

6.3 Returns

All non-Carrier related returns (international and domestic) must follow the Return Policy. You shall be solely responsible for any Fees and any additional Carrier fees, including without limitation shipping, brokerage, or returns processing fees, for Goods that are returned to a DP World Facility for any reason whatsoever. Custom returns may be rejected and/or subject to additional fees.

6.4 International Returns

DP World is not liable for International Returns. International shipments that are not delivered are often returned by the Carrier and assessed for return shipping, brokerage and returns processing Carrier fees. Such fees will be payable by you (and are billed through to you by the Carrier (often without notice)). DP World will make reasonable efforts to circumvent international returns or abandoned inventory at your request; however, DP World reserves the right to charge you fees up to the value of the original Carrier shipping cost plus a fifteen percent (15%) administrative fee. If a tariff is not available, DP World will either put Orders on hold until tariff information is available or override the Order with no liability to DP World.

6.5 Transfers between DP World Facilities

Subject to DP World providing you with notification of such transfer, you agree that DP World may, in its sole discretion, transfer your Goods at any time to another DP World Facility for any reason whatsoever, including in order to optimize its fulfillment network.

6.6 Restricted Access to DP World Facilities

Since your Goods may be stored along with the Goods of other clients, you will not be permitted to enter DP World Facilities without reasonable advance notice and prior express written consent from DP World. Where you are granted access to any DP World Facility, this access will be subject to certain conditions including monitoring during the access period. Such access may be terminated immediately if DP World determines, in its sole discretion, that your access may present a safety risk, that your access interferes with the operations of the DP World Facility, or if you otherwise breach any requirements of the DP World Facility.

6.7 Warehouseman’s Lien

You agree and acknowledge that we and/or our Affiliates where they are involved in the provision of the Services maintain an actual or constructive general and continuing lien and security interest (which may be but is not necessarily a warehouseman’s lien) for all Goods in our possession or control, regardless of whether a specific receipt is issued by us or our Affiliate, to cover all charges, expenses, costs, and Fees set forth in this Agreement. In the event that a lien is required to be exercised, you shall be liable for all necessary and reasonable costs incurred to enforce the lien including reasonable attorneys’ fees. We shall provide you with an invoice for such fees and such fees shall be payable on receipt of the invoice. You will execute any and all agreements and documents, including, if necessary, a power of attorney, so that we may obtain, perfect, and maintain the lien rights and security interest in the Goods.

6.8 Temperature and Humidity Levels

DP World does not represent, warrant or guarantee any specifics relating to any DP World Facility, including temperature or humidity levels. DP World does not make any representations regarding temperature ranges or humidity levels within DP World Facilities and DP World specifically disclaims any such warranties. You agree that DP World will not be liable for any fluctuations of the temperatures or humidity levels within any DP World Facility.

7. Service Level Agreement

7.1 DP World’s SLA

DP World’s service level agreements (“SLAs”) can be found in the Policies.

7.2 Peak Season SLA Increases and Promotion and Bulk Orders

DP World’s SLAs may vary during Peak Season. DP World may also vary SLAs based on volume. Please review and use the respective Policies for information about the management of expected spikes in order volume.

7.3 SLA Exclusions

SLAs shall not apply: (a) to Orders received outside of a Business Day; (b) for Goods not currently in stock; (c) for improperly labelled Goods inventory; (d) to Orders where volume forecasts (per Orders or unit of Good) have not been timely provided; (e) to Orders where the volume per DP World Facility exceeds 20% of the prior thirty (30) day average number of Orders shipped for you from that respective DP World Facility; (f) to Orders where the volume exceeds the daily forecast allocation for you in relation to the relevant DP World Facility (if provided in advance by DP World); (g) to Orders received during a Force Majeure Event; (h) to cross-border shipments; (i) to Orders received while invoices payable by you remain unpaid past their due date; (j) to Orders received during an inventory cycle count or additional physical inventories conducted at your request; (k) when you have failed to provide updated or accurate information regarding Goods on the Seller Portal or to DP World; (l) where you have made errors when inputting data in relation to the Goods; (m) when Orders are materially affected by the negligent act or omission of a third party under your actual or constructive control; and (n) to Orders received within the first thirty (30) days of DP World commencing fulfilling Orders for you.

8. Carriers

8.1 You understand and agree that DP World does not carry your Goods and the Seller Portal connects you with Carriers who are responsible for the actual performance of the carriage of your Goods.

In the Seller Portal, you will choose your preferred shipment option which may identify either a specific Carrier or the expected speed of delivery and corresponding rates for shipment. Your use of that Carrier’s services will be in accordance with that Carrier’s terms and conditions. We will use commercially reasonable efforts to select the lowest-cost method to ship your Goods that complies with the shipment option you have chosen. If you choose a specific Carrier to perform the delivery, and the Carrier you select either cannot provide the service for any reason (for example, due to a strike or work stoppage), or if we are unable to purchase the shipping label for the Carrier due to the specified Carrier’s technical difficulties, we will use commercially reasonable efforts to choose an appropriate alternative Carrier for the affected shipment. However, we do not act as your agent in respect of any aspect of this Agreement including the engagement of any Carrier.

If you wish to make a claim for loss or damage against a Carrier for a shipment arranged through the Services, we will help facilitate the filing of the claim. All such claims shall be subject to the Carrier’s standard bill of lading or seaway bill terms of carriage and DP World’s respective Policy.

8.2 Carrier Performance

Whilst we will make reasonable efforts to ensure that the Carrier: (a) has the necessary approvals, authorities, and licenses to provide the shipping services; (b) will comply with all federal, state, provincial, and local laws, regulations, and ordinances including safety laws and regulations; and (c) will maintain insurance as required by law and customary cargo liability insurance, you acknowledge that we are not able to guarantee the standard of performance in relation to the carriage and the delivery of your Goods and are not able to guarantee any Carrier’s compliance with applicable laws or regulations.

8.3 Shippable Address

You are solely responsible for the accuracy and deliverability of the shipping address provided to DP World in respect of your Order (“Nominated Address”). DP World has no obligation to verify the Nominated Address. If the Goods cannot be delivered to the Nominated Address, you grant us the right to share your contact information with the Carrier to contact you for further instructions. If we provide a shipping estimate based on the Nominated Address and delivery failed due to the Nominated Address being inaccurate, incomplete, or undeliverable for any reason, you must pay any costs or expenses incurred by us relating to the return of Goods to our facilities. For the avoidance of doubt, examples of discrepancies include, but are not limited to, incomplete addresses, incorrect addresses, undeliverable addresses, commercial/residential address status, and rural address status.

9. Confidentiality and Publicity

9.1 Confidential Information

For purposes of this Agreement, a party disclosing the Confidential Information is the “Discloser” and a party receiving the Confidential Information is the “Recipient”. Confidential Information disclosed hereunder shall at all times remain, as between the parties, the property of the Discloser. No right to any Confidential Information is granted by this Agreement or any disclosure of Confidential Information hereunder. Recipient may disclose Confidential Information only to its officers, directors, employees, contractors, subcontractors, Affiliates, or representatives (“Representatives”) who are required to have the Confidential Information in order for the Recipient to perform its obligations under these Terms of Service. However, such Representatives must be informed of the confidential nature of the information, be subject to written confidentiality obligations at least as stringent as the confidentiality obligations in this Agreement. The Recipient shall exercise the same standard of care measures it employs to protect its own Confidential Information which shall in no event be no less than reasonable care. The Recipient shall promptly notify Discloser of any unauthorized use or disclosure, or suspected unauthorized use or disclosure, of the Confidential Information.

9.2 Injunctive Relief

You understand and agree that money damages would not be a sufficient remedy for any unauthorized use of a Discloser’s Confidential Information. Therefore, the Recipient agrees that the Discloser will be entitled to seek injunctive relief without showing or proving any actual damage and without any bond being required to be posted. However, such injunctive relief shall not be deemed to be the exclusive remedy but shall be in addition to all legal or equitable remedies.

9.3 Publicity

You agree that DP World may refer to you as a Client within marketing materials, promotional materials or press releases on the Site and in any other communications with existing or potential clients. You may decline DP World this right by providing notice to DP World at [email protected], noting that where you do not decline this right prior to entering into this Agreement, DP World will have thirty (30) days from the date we send you an acknowledgement of your notice to delete any such reference to you within our marketing materials, promotional materials or press releases on the Site and any other future communications with clients. You shall not, without the prior express written consent of DP World (a) issue any statement, printed material or other communication which acknowledges your relationship with DP World or its Affiliates or refers to the existence of this Agreement, or (b) use DP World’s or any of its Affiliates’ names, trademarks or logos in any manner.

10. Indemnification

You shall defend, indemnify, and hold harmless DP World from and against any claims, actions or demands, liabilities (including court costs and attorneys’ fees), tax obligations, fines, and penalties, including without limitation reasonable accounting fees and expenses, arising or resulting from or in connection with: (a) your breach of this Agreement; (b) any actual or alleged infringement of a third party’s Intellectual Property Rights associated with Your Content; (c) your negligence, fault, omissions, or willful misconduct; (d) your fraud or misrepresentation in connection with the DP World Fulfillment Services; (e) any product liability, infringement, or mislabeling claim arising from your Goods; or (f) your misuse of the DP World Fulfillment Services (“Claims”). DP World shall provide notice to you of any Claim. DP World reserves the right to assume the exclusive defense and control of any response to any Claims which are subject to indemnification under this clause. In such case, you agree to cooperate with any reasonable requests assisting DP World’s defense of such Claim. In addition, you agree to cooperate and provide information to DP World to assist with any investigation, proceedings, intervention or enforcement action by a regulatory body or enforcement authority relating to activities carried out pursuant to this Agreement. This indemnity shall include all Claims in tort, contract, by statute or otherwise, Claims for personal injury (including death) and actual or tangible property damage that arise out of or in connection with this Agreement or the provision of DP World Fulfillment Services to you. The indemnity provided by you in this clause will be reduced only to the extent the loss is caused or has been contributed to by DP World’s willful misconduct or gross negligence.

11. Insurance

You agree that DP World and its subcontractors are not liable for your Goods beyond the Limitations of Liability set forth below in Clause 13. Neither DP World nor its subcontractors provide insurance for your Goods. You may purchase insurance for your Goods at your sole discretion, cost and expense.

12. Disclaimers

12.1 General Disclaimer

The Services, including use of the Seller Portal and WMS, and all server and network components, are provided on an “as is” and “as available” basis without any express or implied warranties of any kind, and DP World expressly disclaims any and all warranties, whether express or implied, including the warranties of merchantability, title, fitness for a particular purpose, and non-infringement. Except as expressly set forth in this Agreement, you acknowledge that DP World does not warrant that the DP World Fulfillment Services will be uninterrupted, timely, secure, error-free, or virus-free, nor does DP World make any warranty as to the results that may be obtained from use of the DP World Fulfillment Services, and no information, advice, or services obtained by you from DP World shall create any warranty not expressly stated in this Agreement.

12.2 Services Disruption

The DP World Fulfillment Services may be temporarily unavailable for scheduled maintenance, unscheduled emergency maintenance or due to other causes beyond our reasonable control (“Service Disruption”). DP World shall use reasonable efforts to ensure a Service Disruption does not occur during Peak Season. DP World will aim to provide advance notice of any Service Disruption to you where possible but shall not be held liable for a failure to do so and will endeavor to resolve the Service Disruption as efficiently as possible. DP World shall not be liable for any such unavailability or disruption of DP World Fulfillment Services.

13. Limitation of Liability

13.1 Carrier Possession of Goods

You acknowledge and agree that when Carriers are in possession of your Goods, Carriers, and not DP World, are solely responsible for any actual or alleged harms sustained by you or your Goods as determined under applicable law. Subject to the foregoing, Goods that are the subject of a delayed delivery or are lost or damaged by a Carrier will be managed in accordance with DP World’s policies and procedures. DP World’s liability for Goods lost in transit shall not exceed the lesser of one hundred dollars ($100.00) or the maximum of the applicable Carrier’s loss limitation.

13.2 Indirect, Special, Exemplary, Consequential, or Punitive Damages

Subject to any non-excludable rights, under no circumstances shall DP World be liable to you or any third party for any indirect, incidental, special, exemplary, loss of goodwill or reputation, consequential, or punitive damages, including lost profits, lost sales or business, or lost data. Some jurisdictions do not allow the exclusion of implied warranties or limitations of liability for incidental or consequential damages, which means that some of the foregoing limitations may not apply to you. In these jurisdictions, DP World’s liability will be limited to the greatest extent permitted by law under the terms of this Agreement.

13.3 Shrink Allowance

Handling Goods in DP World Facilities could result in loss or damage of Goods. DP World maintains high standards, however occasionally DP World Facilities experience concealed shortages, product damages, mislabeled goods, mis-picked goods and/or cross-shipments. You agree that we will have a 0.5% shrink allowance based on the total value of all units of your Goods in our facilities on an annual basis.

13.4 Maximum Liability

You agree that our maximum liability for loss or damage to Goods (including loss from any Goods count inaccuracies) will be limited to the Actual Product Value of the lost or damaged Goods, subject to a cap of 5% of the total Actual Product Value or one (1) month of billable storage, whichever is lower (“Goods Damages Cap”). Furthermore, DP World’s maximum aggregate liability to you for any claims, notwithstanding the nature or grounds for all claims under this Agreement, including the breach of this Agreement by DP World, shall not exceed for the term of an Order Form the lesser of: (i) $10,000 or (ii) 50% of the aggregate amount of fees actually paid by client for DP World Fulfillment Services during the three (3) month period immediately preceding the event giving rise to the claim. The provisions of this clause allocate the risks under this Agreement, and the parties have relied on these limitations in determining whether to enter into this Agreement.

13.5 Exclusive Remedy

To the extent permitted by law and subject to any non-excludable rights, the Goods Damage Cap set forth in this section shall be your sole and exclusive remedy against DP World for any claim or cause of action whatsoever relating to loss, damage, and/or destruction of Goods, and shall apply to all claims, including Goods shortage or any other claims relating to the DP World Fulfillment Services (including conversion or theft claims).

14. This section sets out each party’s rights of termination and what happens if the Agreement is terminated.

14.1 Termination Rights

You have the right to terminate this Agreement at any time and for any reason, provided you do not have a balance due and owing, by sending a termination request to [email protected]. DP World may terminate this Agreement with or without cause (including your breach of this Agreement or any term of a DP World Policy or your nonpayment of any amounts due to DP World under this Agreement) by providing thirty (30) days’ prior written notice to the administrative email address associated with your Account. Notwithstanding the foregoing, DP World may immediately terminate this Agreement in the event of a material breach of this Agreement by you that is not remedied within ten (10) Business Days of DP World’s written notification to you of such material breach. DP World may also immediately terminate this Agreement by notice and without any liability to you if you are in breach of any of the following clauses, a breach of which is considered of such severity as to justify DP World’s needing to terminate: 3.2, 4.2, 4.3, 4.4, 4.6, 9.2.

14.2 Consequences of Termination

Your Content may be permanently deleted by DP World upon any termination of your Account. All rights to payment shall survive termination or expiration of this Agreement. Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect. DP World shall reasonably cooperate to transition services to you or your designee. Prior to you removing all of your remaining Goods following termination as stated herein, you shall pay (or pre-pay, as the case may be) DP World all current fees outstanding for Services and a good faith estimate of fees that will become due for Services that will be incurred as a result of removing all Goods from the DP World Facility. After all Goods are removed from DP World’s Facilities, (i) to the extent that the actual fees for the Services for removal of all Goods from DP World’s Facilities are less than the amounts paid by you to DP World for the removal services, DP World will remit to you any surplus, and (ii) to the extent that the actual fees for the Services for removal of all Goods from DP World’s Facilities are greater than the amounts paid by you to DP World for the removal services, you must pay DP World any deficiency. Should you not fully and timely pay any fees owed, your Account shall be deemed an Abandoned Account in accordance with Clause 5.8 above.

15. Assignment

15.1 You may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with this Agreement or any of your rights or obligations under this Agreement without the prior written consent of DP World. DP World may assign or transfer this Agreement, in whole or in part, without restriction. This Agreement is binding upon, and will inure to the benefit of, the successors and permitted assigns of the parties.

15.2 Notwithstanding Clause 15.1, DP World may designate that any of its obligations that are to be performed under or pursuant to this Agreement be performed by any of its Affiliates and DP World may subcontract any of the DP World Fulfillment Services.

16. General Provisions

16.1 Entire Agreement

You agree that this Agreement constitutes the entire agreement between you and DP World and supersedes, extinguishes and cancels all previous written and oral agreements, communications, representations, warranties, assurances, promises and other understandings relating to the subject matter of this Agreement. You agree that you shall have no remedies in respect of any communication, statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement. You acknowledge that this Agreement is legally enforceable, even though it is electronic and is not physically signed, and that it governs your use of the DP World Fulfillment Services.

16.2 Severability

If any provision or part-provision of this Agreement is or becomes unenforceable, illegal or invalid, that provision or part-provision shall be deemed deleted, but that shall not shall not affect the validity and enforceability of the rest of this Agreement and this Agreement will otherwise remain in full force and effect, and enforceable.

16.3 No Waiver

No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute or be construed as a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent, preclude or restrict the further or future exercise of that or any other right or remedy.

16.4 No Agency or Partnership

1.1 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into commitments for or on behalf of any other party.

1.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

16.4.1 You agree that DP World is acting as a broker of third-party shipping, warehouse and other services. You agree that DP World is an independent contractor and that this Agreement shall not constitute DP World as your agent (except in a limited capacity with respect to the custody of your inventory).

16.5 Conflict of Terms

Where there is any inconsistency between any of the provisions of this Agreement and any other agreement signed by DP World relating to the DP World Fulfillment Services (such as an Order Form), unless it is otherwise stated in such agreement, the terms of this Agreement shall take precedence over any contrary or conflicting terms in any other agreement.

Where there is any conflict between these Terms of Service and the Policies, both of which are a part of this Agreement, the Terms of Service shall take precedence. This Agreement takes precedence over any terms which you generally use when procuring services such as purchase order terms.

16.6 Notices

16.6.1 You agree that DP World may provide notice to you by (i) delivering any such notice by hand or by post to the physical address provided by you upon registration of your Account (or such address as is later amended by you pursuant to Clause 16.6.4), (ii) emailing such notice to the email address provided by you upon registration of your Account (or such address as is later amended by you pursuant to Clause 16.6.4) or (iii) by posting such notice on our website.

16.6.2 Any notice you wish to provide to DP World should be sent to:

Address: [•]

Attention: [•]

E-mail: [•]

16.6.3 Any notice shall be deemed to have been received:

if delivered by hand, at the time the notice is left at the proper address;
- if sent by post, at 9.00 am three (3) Business Days after posting; or
- if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 16.6.3, business hours means 9.00 am to 5.00 pm Monday to Friday on a day that is not a public holiday in the [United Arab Emirates].

16.6.4 You may, from time to time, change your address for receipt of notices by updating such address on your Account, such address amendment to take effect no less than seven (7) days after such update is made.

16.6.5 DP World may, from time to time, change its address for receipt of notices by either (i) providing written notification to you or (ii) updating these Terms of Service, such update to take effect immediately.

16.6.6 This clause does not apply to the service of proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

16.6.7 DP World reserves the right at all times to terminate this Agreement if you withdraw your consent to receive online communications.

16.7 Force Majeure

“Force Majeure Event” means the occurrence of an act of God, hurricane, tidal wave, flood, drought, tornado, cyclone, wind storm, earthquake, other natural disaster, pandemic, epidemic, disease, act of a public enemy, civil commotion, civil war, war, threat of or preparation of war, armed conflict, or terrorist attack, strikes, labor or trade disputes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause), work stoppages or other difficulties within the workforce (including that of subcontractors), interruption or failure of utility service, intentional or malicious acts of third persons or any other organized opposition, corruption, depredation, accidents, collapse of buildings, explosions, fire, water sprinkler leakage, moths, vermin, insect, seizure under legal process, embargo, prohibition of import or export of goods, closure of public highways, railways, airways or shipping lanes, governmental interference or regulations including the imposition of sanctions, embargo or breaking off of diplomatic relations, any law or action taken by a government or public authority including imposing an export or import restriction, prohibition or quota, or other contingencies, similar or dissimilar to the foregoing, beyond the reasonable control of the affected party. Neither party will be liable for any failure to perform or delay in performing any of its obligations under the Agreement (other than any obligation to pay) where such failure is caused by a Force Majeure Event.

16.8 Governing Law, Venue, and Jurisdiction

This Agreement and all Claims or disputes (including non-contractual disputes or claims) between the parties arising out of or in connection with this Agreement or its subject matter or formation shall be governed by the laws of England without regard to its conflicts of law provisions. You agree that the courts of England shall have exclusive jurisdiction to settle all claims, disputes, lawsuits or causes of action arising out of or in connection with this Agreement or its subject matter or formation.

Appendix A – Definitions and Interpretation

2. Definitions

Unless defined elsewhere in this Agreement, the following capitalized terms and rules of interpretation shall apply in this Agreement as set forth in this section.

“Abandoned Account” has the meaning set forth in Clause 5.9.

“Account” means your DP World Fulfillment account that you registered for in order for DP World to provide the Services.

“Actual Product Value” means the actual value of Goods as evidenced by the original purchase invoice from the manufacturer or supplier (or the invoices from the original component manufacturers or suppliers if you have assembled the Goods).

“Affiliate” means, in relation to a person, any firm, company, corporation, partnership or other legal entity which Controls, or is Controlled by, or which is Controlled by an entity which Controls, that person and Control and any derivatives thereof means the direct or indirect ownership, or ability to control the casting of, more than fifty per cent (50%) of the voting rights in a legal entity, or the direct or indirect ability to control the appointment and removal of directors (or equivalent) constituting a majority (by voting power) of the board of directors (or equivalent) of that entity, or the direct or indirect ability to secure that the affairs of a company are conducted in accordance with a person’s wishes.

“Business Day(s)” means a day other than a Saturday, Sunday, public holiday, or day when banks in the jurisdiction in which we are performing Services are closed for business.

“Carrier(s)” means the independent third-party carriers who are responsible for the actual performance of the carriage of your Goods.

“Carrier Charges” means all costs and fees associated with the carriage of Goods undertaken by or on behalf of DP World.

“Confidential Information” means any information of a confidential nature concerning current, future, or proposed concepts, designs, products or services, trade secrets, copyrights, patentable and patented inventions, computer software, source and object codes, computer program narratives, hardware, computer, client or customer lists, records (including but not limited to specifications, financial statements, financing documents, documentation, schedules, costs, ), procedures, data, data management or other performance features or techniques, marketing, business or sales plans, dealings, objectives or strategies, or any other information or materials relating to the business of the disclosing party or its Affiliates, excluding any information that: (a) was or becomes generally available, otherwise than as a result of an action or omission on the part of the Recipient; (b) was known to the Recipient who owed no confidentiality obligations in respect thereof at the time of disclosure by Discloser; (d) is independently developed by Recipient without reference to Discloser’s Confidential Information; or (e) is required to be divulged by any court, tribunal or governmental authority with competent jurisdiction.

“Data Processing Agreement” or “DPA” has the meaning set forth in Clause 3.3.

“DDP” means Delivery Duty Paid as defined in the Incoterms developed by the International Chamber of Commerce.

“Discloser” has the meaning set forth in Clause 9.1.

“Fee” or “Fees” means the fee(s) for any Services together with any third-party fees (including Carrier fees, shipping fees, rates of duty, international brokerage charges, freight charges, insurance premiums, or any other third-party charges incurred by DP World in relation to your use of the Service).

“Force Majeure Event” has the meaning set forth in Clause 16.7.

“Fulfillment” means the receipt, counting, storage, picking and packing of Goods.

“GRI” means such increase or increases as are applied by individual Carriers in relation to their operations for DP World.

“Goods” means the physical goods sold by you.

“Goods Damages Cap” has the meaning set forth in Clause 13.4.

“Intellectual Property Rights” means collectively or individually, patents, patent disclosures, patent rights, know-how, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks, trademark registrations, and applications therefor, and service marks, service names, business names, domain names and logos, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, Confidential Information (including know-how and trade secrets) and all other intellectual property rights, in each case whether or not requiring registration, whether registered or unregistered, filed or not filed, perfected or not perfected and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world, and “Intellectual Property” shall be construed accordingly.

“Requirements” has the meaning set forth in Clause 4.3.

“License” has the meaning set forth in Clause 3.1.

“Client”, “you”, “your” means you as the client to whom DP World provides Services.

“Nominated Address” has the meaning set forth in Clause 8.3.

“Order” means an order by your customer for Goods sold by you.

“Peak Season” means the dates (inclusive) between the fourth Thursday of November and December 24.

“Personal Information” means any data or information that constitutes “personal information”, “personal data”, or any analogous term under applicable law, including any such information relating to an identified or reasonably identifiable natural person.

“Policies” has the meaning set forth in Clause 2.1.

“Recipient” has the meaning set forth in Clause 9.1.

“Rejected Goods” has the meaning set forth in Clause 4.4.

“Representatives” has the meaning set forth in Clause 9.1.

“Service Disruption” has the meaning set forth in Clause 12.2.

“DP World”, “we” or “our” means DP World Logistics FZE and our affiliates.

“DP World Facility” or “DP World Facilities” means any storage or warehousing facilities provided by DP World or any of its Affiliates.

“Seller Portal” means DP World’s proprietary platform and associated technology for purposes of managing Goods, submitting Order Forms for Services, and fulfilling orders.

“Site” means DP World Fulfillment’s website at www.fulfillment.dpworld.com.

“SLAs” has the meaning set forth in Clause 7.1.

“Software” means any software made available to you by DP World in connection with the DP World Fulfillment Services.

“Terms of Service” means these terms of service found at www.fulfillment.dpworld.com/terms-of-service/.

“Transaction Taxes” has the meaning set forth in Clause 5.6.

“WMS” means used by DP World warehouse management system.

“Receiving Order” has the meaning set forth in Clause 6.1.

“Your Content” has the meaning set forth in Clause 3.2.

3. Interpretation

3.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

3.2 Unless expressly provided otherwise in this Agreement, a reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time.

3.3 Unless expressly provided otherwise in this Agreement, reference to legislation or a legislative provision shall include all subordinate legislation made from time to time under that legislation or legislative provision.

3.4 Unless expressly provided otherwise in this Agreement, a reference to writing or written includes e-mail.

3.5 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

3.6 The headings in this Agreement are for convenience only and shall not affect the construction or interpretation of this Agreement.

3.7 In this Agreement references to the singular shall include the plural and vice versa.

3.8 Reference to any English legal term shall, in respect of any jurisdiction other than England, be deemed to include what most nearly approximates in that jurisdiction to the English legal term.

Appendix B – Data Processing Agreement

DP WORLD DATA PROCESSING AGREEMENT (DP WORLD AS PROCESSOR)

Definitions

“Applicable Law” means laws relating to the processing of personal in the jurisdiction in which services are being provided;

“Controller” means Client;

“Data Protection Legislation” means the following legislation to the extent applicable from time to time: (a) national laws implementing the Directive on Privacy and Electronic Communications (2002/58/EC); (b) the General Data Protection Regulation (2016/679) “GDPR” and any national law issued under that Regulation; and (c) the UK GDPR, Data Protection Act 2018 and Privacy and Electronic Communications (EC Directive) Regulations 2003; and (d) any other similar national privacy law;

“Personal Data” means any personal data (as such term is defined in Data Protection Legislation) processed as part of the Agreement;

“Personal Data Breach” has the meaning given to it in the Data Protection Legislation;

“processor, data subject and processing” have the meanings given to them in the Data Protection Legislation; and

“Processor” means DP World Logistics FZE;

“Restricted Transfer” means a transfer of Personal Data: (a) from a country which has Data Protection Legislation which imposes restrictions on extra-territorial transfers of Personal Data; (b) to a country which does not provide an adequate level of protection for Personal Data as required by the Data Protection Legislation of the country of export.

1. Co-operation and Data Subject Rights

1.1 The Processor will comply with the Data Protection Legislation when performing its obligations under this Agreement.

1.2 The scope of the processing carried out by the Processor under this Agreement is as follows:

1.2.1 scope, nature and purpose of processing: See Schedule 2

1.2.2 duration: See Schedule 2; and

1.2.3 types of Personal Data and categories of data subjects: See Schedule 2.

1.3 The Processor confirms that, when processing Personal Data, it will be a processor on behalf of the Controller, and shall:

1.3.1 only process the Personal Data on the documented instructions of the Controller (which shall include the terms of this Agreement) unless required to process the Personal Data for other purposes by Applicable Law. Where such a requirement is placed on the Processor, it shall provide prior notice to the Controller unless Applicable Law prohibits the giving of notice on important grounds of public interest. This notice must be sent to the contact details set out in the Agreement;

1.3.2 in respect of the anonymisation of the Personal Data by the Processor for statistical analysis, the Controller hereby gives its consent for such Processing to take place;

1.3.3 immediately inform the Controller if, in its opinion, the Controller’s instructions would be in breach of Data Protection Legislation however the Controller acknowledges that any information the Processor provides is not legal advice or guidance in anyway whatsoever, and that the Processor makes no warranty or representation regarding the information. The Processor has no liability to the Controller for the content, nor any reliance by the Controller on the information communicated under this Clause 1.3.3;

1.3.4 notify the Controller if it receives a request from an individual attempting to exercise their rights under Data Protection Legislation. This notification must be sent to the contact nominated in the Agreement unless advised otherwise in writing. The Processor shall act in accordance with the Controller’s reasonable instructions when dealing with that request, but reserves the right to charge the Controller for assistance if, in its opinion, any such requests become excessive; and;

1.3.5 provide assistance to the Controller in complying with those obligations that a Processor is legally required to assist with under Data Protection Legislation, including those required under Article 32-36 of the GDPR. The Processor shall be able to charge for such assistance if, in its opinion, any such requests become excessive

2. Security

2.1 The Processor shall implement appropriate technical and organisational measures to protect Personal Data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access including. This shall include ensuring any of its employees or agents or other persons to whom it provides access to Personal Data are obliged to keep it confidential, measures to ensure the ongoing confidentiality, integrity, availability and resilience of the Processor’s systems and services and the use of pseudonymisation and encryption of Personal Data, where appropriate;

2.2 The Controller acknowledges and agrees that measures listed above in Clause 2.1 are appropriate to the risk associated with the Processing.

2.3 The Processor shall notify the Controller without undue delay should it become aware of an actual Personal Data Breach. The notification must be sent to the contact nominated in the Agreement unless advised otherwise in writing.As part of that notification, the Processor shall:

2.3.1 provide a description of the nature of the Personal Data Breach, the volume and type of Personal Data affected and the categories and number of individuals concerned;

2.3.2 provide details of the likely consequences of the Personal Data Breach; and

2.3.3 take all measures necessary to address the Personal Data Breach, including measures to mitigate any possible adverse effects and prevent further breaches, and provide a description of the measures taken or proposed to be taken to the Controller.

3. Sub-processors

3.1 The Controller provides its general consent for the Processor to engage other processors (“sub-processors”) to process Personal Data under this Agreement. At the request of the Controller, the Processor shall provide the Controller with a list of the sub-processors, the Controller complying with all confidentiality requirements under this Agreement. The Processor shall give the Controller prior notice of any intended addition to, or replacement of other sub-processors. If the Controller reasonably objects to that change, the Processor shall refrain from making that addition or replacement but, if it cannot continue the Services, the Processor may terminate the Agreement immediately without any liability whatsoever to the Controller. If the Processor does not receive a response from the Controller within five (5) working days of notifying the Controller of such a change, then the Controller is to have accepted the sub-processor.

3.2 The Processor shall ensure that it has a written contract with any sub-processors it engages to process Personal Data in accordance with this Agreement. The contract will impose obligations on the sub-processor equivalent to those set out in these Clauses, and the Processor shall ensure the sub-processor complies with those obligations. Where the sub-processor fails to comply with those obligations, the Processor shall remain liable to the Controller for such failure.

4. Audit and termination

At the request of the Controller, the Processor shall provide evidence of its compliance with these Clauses, through the following:

making available to the Controller all information necessary to demonstrate compliance with its obligations set out in these Clauses and allow for and contribute to audits, including inspections in respect of the same, conducted by Controller or another auditor mandated by Controller provided that:

(a) the Controller shall, if requested by the Processor, procure that its third party auditors enter into confidentiality undertakings with the Processor that are no less onerous than those set out in this Agreement

(b) The Controller shall be permitted to conduct no more than one (1) such audit or inspection in any calendar year; and

(c) nothing in this Clause shall permit the Controller or its auditors to make unaccompanied site visits or to remotely access the Processors IT systems without the Processor’s written consent.

Termination

On termination of this Agreement and at the option and cost of the Controller, the Processor shall promptly return or delete the Personal Data and certify in writing that it has done so. The Processor may retain a copy of the Personal Data only if it is obliged to do so by Applicable Law but must delete the Personal Data when that legal obligation ceases to apply.

International Transfers of Personal Data

If the Services provided under this Agreement result in a Restricted International Transfer of Personal Data, then the Parties shall be deemed to have entered into, and shall comply with, the Standard Contractual Clauses (as defined at Clause 6.2 below) which shall be incorporated herein, in order to adduce adequate safeguards for the relevant Restricted Transfer of Personal Data. Upon the reasonable request of either Party, the Parties shall cooperate to complete and execute a copy of the Standard Contractual Clauses.
In this Agreement, a reference to “Standard Contractual Clause(s)” means:
with respect to any Restricted Transfer of Personal Data regulated under the UK GDPR, the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses, version B1.0, which came into force on 21 March 2022 pursuant to s.119A UK Data Protection Act 2018, as amended or replaced from time-to-time (“UK Addendum”) in all cases incorporating the Relevant UK Amendments (as defined at Clause 6.6 below); and
with respect to any other Restricted Transfer of Personal Data, the standard contractual clauses set out in EU Commission Decision (EU) 2021/914 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679, as amended or replaced from time-to-time (the “Standard Contractual Clauses”), in all cases incorporating the Relevant Amendments (as defined at Clause 6.5 below).
Upon the effective date of adoption for any revised Standard Contractual Clauses by the European Commission, or UK Information Commissioner, all references in this Clause 6 to “Standard Contractual Clauses” shall refer to that latest version and, upon written request by either Party, the Controller shall prepare such amendments to these terms (and the Relevant Amendments and/or Relevant UK Amendments) as may be required to take into account and give effect to the revised Standard Contractual Clauses.
In the event of any conflict or inconsistency between this Agreement and the provisions of Module Two (Transfer controller to processor) of the Standard Contractual Clauses or UK Addendum (to the extent either of the latter have been entered into by the Parties pursuant to this Clause 6), the provisions of Module Two of the Standard Contractual Clauses or UK Addendum (as the case may be) shall prevail.
In this Clause, “Relevant Amendments” means the following permitted amendments:
Module One, Module Three and Module Four language deleted;
Annex I.A (List of Parties) is completed with the names and addresses of the Parties set out in this Agreement. The contact persons shall be, where individuals are identified in any notice provision in this Agreement, those individuals and where no such individuals are identified the Party’s respective head of privacy, data protection officer or head of privacy legal or (where none of the above exist) both the company secretary and head of legal;
Annex I.B. (Description of Transfer) is completed with the relevant details from this Agreement to which the transfer relate(s);
Annex I.C. (Competent Supervisory Authority) is completed with the national data protection regulator in the country of establishment of the Controller (as set out in Annex I.A. (List of Parties) of the Standard Contractual Clauses);
Annex II (Technical and Organisational Measures Including Technical and Organisational Measures to Ensure the Security of Data) is completed with the details from Schedule 1 of this Agreement and other relevant details from this Agreement;
Annex III (List of Sub-Processors) is completed with the details of the Sub-processors the Data Importer intends to engage, using the relevant details from this Agreement;
in Clause 9, option 1 deleted and a time period of 30 days inserted;
the optional wording at Clause 11 deleted;
the applicable wording for Clause 13(a) (as determined by the instructions in square brackets in that Clause) retained and the two remaining alternatives deleted;
in Clause 17, Option 2 is deleted, and Option 1 completed with details of:
where the country of establishment of the Controller (as set out in Annex I.A. (List of Parties) of the Standard Contractual Clauses) is a Member State of the EU whose law allows for third party beneficiary rights, that country of establishment; or
in all other cases the law of the Republic of Ireland;
Clause 18(b) is completed with details of the courts of the country of establishment of the Controller (as set out in Annex I.A. (List of Parties) of the Standard Contractual Clauses); and
to the extent any part of the Standard Contractual Clauses referred to in this definition is replaced in any amended, replacement or subsequently approved Standard Contractual Clauses, then the relevant parts of this definition shall include any similar provisions or Clauses in such amended, replacement or subsequently approved Standard Contractual Clauses.
In this Clause, “Relevant UK Amendments” means the following permitted amendments:
Tables 1 (Parties), 2 (Selected SCCs, Modules and Selected Clauses) and 3 (Appendix Information) are completed with the information about the Standard Contractual Clauses set out at Clause 5.5 above, applying as relevant to a transfer in accordance with Clause 5.2.1. The second option in Table 2 is selected; and
Table 4 (Ending this Addendum when the Approved Addendum Changes) is completed so that the third option is selected (“neither party”),

and to the extent any part of the UK Addendum referred to in this definition is replaced in any amended, replacement or subsequently approved UK Addendum, then the relevant parts of this definition shall include any similar provisions or Causes in such amended, replacement or subsequently approved UK Addendum

Schedule 1

Description of the organizational and technical security measures of the Processor in order to protect Personal Data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access and all other forms of unlawful Processing in accordance with applicable Data Protection Laws and Regulations.

I. Organization of Information Security.

Data Processor has appointed one or more security officers responsible for coordinating and monitoring the security rules and procedures.
Data Processor personnel with access to Personal Data are subject to confidentiality obligations.
Data Processor performed a risk assessment before processing the Personal Data.
Data Processor retains its security documents pursuant to its retention requirements after they are no longer in effect.

II. Human Resources Security.
Data Processor informs its personnel about relevant security procedures and their respective roles. Data Processor also informs its personnel of possible consequences of breaching the security rules and procedures.
Data Processor will only use anonymous data in training.

III. Physical and Environmental Security.
Data Processor limits access to facilities where information systems that process Personal Data are located to identified authorized individuals.
Data Processor maintains records of the incoming and outgoing media containing Personal Data, including the kind of media, the authorized sender/recipients, date and time, the number of media and the types of Personal Data they contain.
Data Processor uses a variety of industry standard systems to protect against loss of data due to power supply failure or line interference.

IV. Operations Management.
Data Processor maintains security documents describing its security measures and the relevant procedures and responsibilities of its personnel who have access to Personal Data.
Data Processor reviews data recovery procedures periodically.
Data Processor has anti-malware controls to help avoid malicious software gaining unauthorized access to Personal Data, including malicious software originating from public networks.
Data Processor encrypts Personal Data that is transmitted over its networks.
Data Processor restricts access to Personal Data in media leaving its facilities (e.g., through encryption).
Data Processor logs the use of data-processing systems.
Data Processor logs access and use of information systems containing Personal Data, registering the access ID, time, authorization granted or denied, and relevant activity.

V. Access Control.

Data Processor maintains a record of security privileges of individuals having access to Personal Data.
Data Processor uses industry standard practices to identify and authenticate users who attempt to access information systems.
Where authentication mechanisms are based on passwords, Data Processor requires that the passwords are renewed regularly.
Where authentication mechanisms are based on passwords, Data Processor requires the password to be at least eight characters long.
Data Processor uses industry standard password protection practices, including practices designed to maintain the confidentiality and integrity of passwords when they are assigned and distributed, and during storage.

VI. Information Security Incident Management.
Data Processor maintains a record of security breaches with a description of the breach, the time period, the consequences of the breach, the name of the reporter, and to whom the breach was reported, and the procedure for recovering data.

VII. Business Continuity Management.
Data Processor maintains emergency and contingency plans for the facilities in which Data Processor information systems that process Personal Data are located.

Schedule 2: Description of Transfer

Scope, nature and purpose of processing:	Goods fulfillment and warehouse services
Duration:	For the duration of the Agreement
Types of Personal Data See Schedule 2:	Names, addresses and contact details of end customers of the Controller
Categories of data subjects:	End customers of the Controller

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