SaaS Terms

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Welcome to the CustomsPlus MyCustomsInfo^(TM) SaaS Terms & Conditions.

These terms and conditions were last updated 13.06.2025.

This Master Services Agreement (“MSA”) is entered into on the Commencement Date (as defined below) by and between CustomsPlus Limited, a company registered in England and Wales with company number 12327750 of Cholmondeley House, Dee Hills Park, Chester, England, CH3 5AE (“CustomsPlus”),and the entity signing the Statement of Work (as defined in clause 2.2) into which this MSA is incorporated (“Customer”). In consideration of the mutual covenants and conditions contained in this MSA and intending to be legally bound, the Parties agree as follows:

Agreed terms

1. Definitions and Interpretation

(1.1) The definitions and rules of interpretation in this clause apply in this MSA.

Affiliate: means, in respect of any entity, any entity that directly or indirectly controls, is controlled by or is under common control with that entity within the meaning set out in section 1124 of the Corporation Tax Act;

Agreement: means the contract for the supply of Services by CustomsPlus to the Customer under this MSA and all Statement of Works and other documents incorporated into this MSA by reference;

Authorised Users: means an employee contractor or agent of the Customer who is authorised by the Customer to use the SaaS Services;

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;

Commencement Date: the commencement date stated in the Statement of Work;

Conditions: means these terms and conditions or any of them;

Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 10;

Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures each has the meaning given to them in relevant UK Data Protection Law;

Customer Data: means all data on imports and other data or materials inputted by the Customer, Authorised Users, or CustomsPlus on the Customer’s behalf for the purpose of using the Portal or facilitating the Customer’s use of the Portal. Customer Data may include Customer Personal Data (as defined in clause 5.3);

Customer Materials: all documents, information, data (including the Customer Data), items and materials in any form (whether owned by the Customer or a third party), which are provided by the Customer to CustomsPlus in connection with the Services;

Customer Environment: means the computing environment of the Customer including all hardware, software, information technology and telecommunications services and systems;

Documentation: includes the operating manuals, user and technical documentation and/or other related materials (in any form) relating to the SaaS Services and made available by CustomsPlus from time to time;

Data Protection Law: means all applicable data protection and privacy legislation in force from time to time in the UK or the other jurisdiction in which the Customer is based, including, to the extent applicable, the UK or EU General Data Protection Regulation (GDPR);

Free or Trial Service means any SaaS Service identified as being provided on a trial basis or provided without charge (for the duration of the period during which it is provided on such basis);

Normal Business Hours: 8.00 am to 5.00 pm local UK time, each Business Day;

Party: means either CustomsPlus and the Customer, and Parties means both CustomsPlus and the Customer together;

Portal: means CustomsPlus‘ MyCustomsInfo™ customer portal (as modified by CustomsPlus from time to time);

SaaS Services: means the hosting of the Software (including, for the avoidance of doubt the Portal) for customs management services and making it available to Authorised Users via the Portal;

Service or Services: means, collectively the SaaS Services and any other services provided to the Customer by CustomsPlus, as set forth in a Statement of Work;

Services Term: has the meaning given in clause 14.2;

Software: means CustomsPlus’ browser based automated customs management application, MyCustomsInfo™ Analysis, MyCustomsInfo™ Storage and MyCustomsInfo™ Archive which provides Authorised Users access to the Portal and which includes any upgrades either: (a) purchased by the Customer from time to time in return for payment of CustomsPlus’ then prevailing charges; or (b) to which the Customer is otherwise entitled under the terms of the Agreement;

Special Conditions: means any special conditions set out in the Statement of Work;

Statement of Work or SoW: means a statement of work entered into between CustomsPlus and the Customer under this Agreement in respect of the Services to be provided for the Customer;

Support Services Policy: CustomsPlus' policy for providing support in relation to the Services as amended or adapted from time to time and made available at https://www.customsplus.co.uk/legal/support-policy or such other website address as may be notified to the Customer from time to time;

Term: has the meaning given at clause 14.1;

Third Party Software: means any software proprietary to a third party which is integrated or which interfaces with the Portal;

Virus: 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 (whether 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; and

Website: the website customsplus.co.uk including the Portal available at mycustomsinfo.com or such other website as notified by CustomsPlus to the Customer from time to time; and

Year: means a period of twelve months (or such shorter period if this Agreement is terminated earlier) commencing on the Commencement Date and each anniversary thereof.

1.2 Clause headings are inserted for convenience and will not affect the interpretation of the Agreement. References to clauses are to the clauses of these Conditions.

1.3 Words in the singular will include the plural and vice versa.

1.4References to a person include an individual, company, firm or partnership and any other legal entity, and that person’s successors and permitted assignees.

1.5 A reference to a statute or statutory provision is a reference to it as amended or re-enacted and includes all subordinate legislation made under that statute or statutory provision.

1.6 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.

1.7 A reference to writing or written includes email but not fax.

1.8 These Conditions apply to the Agreement to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. The Customer should print or save a copy of these Conditions for future reference.

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2. Purpose and Scope

2.1 This MSA establishes the general terms and conditions with respect to CustomsPlus' provision of the Services including a Free or Trial Service (see clause 3) to the Customer.

2.2 The Services to be provided, and any Service-specific terms and conditions, will be set forth in a Statement of Work, governed by this MSA. The Customer’s execution of a Statement of Work constitutes a binding commitment to purchase the Services and items specified in such Statement of Work.

2.3 To the extent any terms and conditions of this MSA conflict with the terms and conditions of a Statement of Work the terms and conditions of the Statement of Work shall control.

3. Services

3.1 During the applicable Services Term, and subject to payment of applicable fees as per the Agreement and the Customer’s compliance with the Agreement, CustomsPlus:

3.1.1 grants the Customer a non-exclusive, non-transferable and non-sublicensable license to permit the Authorised Users to use the Portal and the Documentation solely for the Customer’s internal business operations. CustomsPlus reserves all rights not expressly granted, except for any mandatory statutory rights under applicable local legislation;

3.1.2 as part of the SaaS Services and at no additional cost to the Customer, provide the Customer via the Authorised Users, with CustomsPlus’ standard customer support services during Normal Business Hours in accordance with CustomsPlus’ Support Services Policy in effect at the time that the SaaS Services are provided. CustomsPlus may amend the Support Services Policy in its sole and absolute discretion from time to time.

3.2 Except as expressly provided for in these Conditions, the rights granted to the Customer under clause 3.1.1 are granted to the Customer only and shall not be considered granted to an Affiliate.

3.3 CustomsPlus may authorise the Customer’s Affiliates’ use of the Services (such authorisation being set out in a Statement of Work) provided that (i) the Customer guarantees any such Affiliate’s performance of all terms and obligations of the Agreement; (ii) the Customer agrees to comply with any injunction arising out of any Affiliate’s breach of the Agreement; and (iii) Customer shall be responsible for all use of and access to the Services by any Affiliate.

3.4 CustomsPlus shall use commercially reasonable endeavours to make the SaaS Services available 24/7.

3.5 The provision of the SaaS Services shall be subject to ongoing provision of CustomsPlus' hosting services provider from time to time. CustomsPlus shall use reasonable endeavours to inform the Customer in advance of any planned service interruption to the SaaS Services.

3.6 The SaaS Services may require Third Party Software which is subject to the relevant third party software provider’s standard terms and conditions and/or licence or agreement. The Customer shall observe and perform those terms of the third party software licence that are relevant to the Customer’s access and use of the SaaS Services and as are notified by CustomsPlus to the Customer from time to time, and where relevant, any third party licence terms.

3.7 If CustomsPlus’ performance of any of its obligations under the Agreement is prevented or delayed by any act, omission or default of the Customer or any of its representatives, CustomsPlus shall have the right to suspend performance of its obligations under the Agreement (including the performance of the Services) and CustomsPlus shall not be liable for any costs or losses arising from such suspension or otherwise from such act, omission or default of the Customer and/or its representatives.

4. Free or Trial Service

4.1 If the Customer is provided a Free or Trial Service to a SaaS Service such Free or Trial Service is for the sole and exclusive purpose of enabling the Customer to evaluate a prospective purchase of the SaaS Services and not to be deployed as part of the Customer’s business processes. Certain features may not be available for use during any Free or Trial Service.

4.2 All Free or Trial Services, are subject to these Conditions; supplemental terms and conditions made available by CustomsPlus may also apply and are incorporated herein by reference. In the event of a conflict between this clause 4 and other provision of the Agreement, this clause 4 shall control.

4.3 The Customer agrees that CustomsPlus, in its sole discretion and for any or no reason may terminate the Customer’s access to free use or any part there of without prior notice, and the Customer agrees that CustomsPlus will not be liable to the Customer or any third party for such termination. The Customer is solely responsible for requesting the export of Customer Materials, if applicable, from the SaaS Services subject to free use prior to termination or expiration of its access to free use.

4.4 Notwithstanding anything to the contrary in these Conditions, the Customer shall be fully liable under these Conditions to CustomsPlus for any breach by the Customer of this Agreement or any damages arising out of the Customer’s use of the SaaS Services under this clause 4.

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5. Customer Materials and Data Protection

5.1 The Customer shall own all right, title and interest in and to all of the Customer Materials and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Materials.

5.2 Both Parties will comply with all appliable requirements of the Data Protection Law. This clause is in addition to, and does not relieve, remove or replace, a Party’s obligation under the Data Protection Law.

5.3 If CustomsPlus processes any Personal Data comprised within Customer Materials (Customer Personal Data) on the Customer’s behalf when performing its obligations under this Agreement, the Parties record their intention that the Customer shall be the Controller and CustomsPlus shall be a Processor. Such Personal Data shall only be processed by CustomsPlus in accordance with any lawful instructions reasonably given by the Customer from time to time in writing, as reasonably necessary to fulfil the Agreement (including as required by the underlying operating procedures for the Software) and to exercise CustomsPlus rights and obligations hereunder.

5.4 As between the Parties, where each Party processes any Personal Data provided by or relating to the other Party or its employees otherwise than Customer Personal Data, including employee names and email addresses of employees of the Customer with whom CustomsPlus interacts each Party acknowledges that they shall act as a Controller in relation to such Personal Data. Each Party shall process such Personal Data for the purposes set out in this clause 5.4 in accordance with their respective privacy policies.

5.5 Without prejudice to the generality of clause 5.2, the Customer must ensure that its use of the Services and all Customer Materials is at all times compliant with the terms of this Agreement, all applicable laws and regulations including Data Protection Law (nationally and internationally) and the Customer represents and warrants that:

(a) it has obtained all necessary rights, consents, releases and permissions to provide all Customer Materials to CustomsPlus for the purposes and duration of the Agreement and to grant the rights granted to CustomsPlus in this Agreement;

(b) Customer Materials and its transfer to and use by CustomsPlus as authorised by the Customer under this Agreement do not violate any laws (including without limitation those relating to export control, the principle of demonstrable “consent” under Data protection Law, specifically Article 7 of the UK GDPR) and electronic communications) or rights of any third party, or Data Subject including without limitation any intellectual property rights, rights of privacy or rights of publicity and any use, collection and disclosure authorised herein is not inconsistent with the terms of any applicable privacy policies.

5.6 Without prejudice to the generality of clause 5.2, CustomsPlus shall, in relation to any Customer Personal Data:

(a) process that Customer Personal Data only on the written instructions of the Customer, unless CustomsPlus is required by Data Protection Law to otherwise process that Customer Personal Data;

(b) ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Customer Personal Data and against accidental loss or destruction of, or damage to, Customer Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected having regard to the state of technological development to the cost of implementing any measures;

(c) not transfer any Customer Personal Data outside the UK unless, in accordance with the Data Protection Laws, CustomsPlus ensures that (i) the transfer is to a country approved as providing an adequate level of protection for Personal Data; or (ii) there are appropriate safeguards in place for the transfer of Personal Data; or (iii) binding corporate rules are in place; or(iv) one of the derogations for specific situations applies to the transfer;

(d) assist the Customer (at the Customer’s cost) in responding to any Data Subject access request and to ensure compliance with its obligations under the Data Protection Laws with respect to security, breach notifications, privacy impact assessment and consultants with supervisory authorities or regulators;

(e) notify the Customer without undue delay on becoming aware of a Personal Data Breach or communication which relates to the Customer’s or CustomsPlus compliance with Data Protection Laws;

(f) at the written request of the Customer, delete or return Personal Data (and any copies of the same) to the Customer on termination of this Agreement unless required by the Data Protection Laws to store the Personal Data; and

(g) maintain complete and accurate records and information to demonstrate compliance with this clause 5.6.

5.7 The Customer consents to CustomsPlus appointing the categories of sub-processor listed in the privacy policy or otherwise notified to the Customer from time to time by CustomsPlus, as third-party processors of any Personal Data processed by CustomsPlus under this Agreement. CustomsPlus confirms that it has entered or (as the case may be) will enter with such third-party processors into a written agreement substantially on those third party’s standard terms of business (which shall at a minimum require such sub-processors to treat any Customer Personal Data as confidential and process any Customer Personal Data in compliance with Data Protection Law). As between the Customer and CustomsPlus, CustomsPlus shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause.

6. CustomsPlus’ obligations

6.1 CustomsPlus undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.

6.2 The undertaking at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to CustomsPlus’ instructions, or modification or alteration of the Services by any party other than CustomsPlus or CustomsPlus’ duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, CustomsPlus will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 6.1.

6.3 The Customer acknowledges that clause 6.2 does not apply to Free or Trial Services or to support services provided in connection with the same. Without prejudice to CustomsPlus’ obligations under this Agreement in respect of Customer Personal Data, Free or Trial Services and support services provided in connection with the same are provided ‘as is’ and without warranty of any kind, express or implied to the maximum extent permitted by law.

6.4 This Agreement shall not prevent CustomsPlus from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.

6.5 CustomsPlus warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.

7. Customer’s obligations and licence
7.1 The Customer shall:

(a) provide CustomsPlus with:

(i) all necessary co-operation in relation to this Agreement;

(ii) all necessary data and access to information as may be required by CustomsPlus, including but not limited to customs declaration data provided by the relevant customs authority or authorised provider;

in order to provide the Services, including but not limited to Customer Materials, security access information and configuration services;

(b) use the Services and Documentation in accordance with these Conditions and all other applicable terms of use;

(c) obtain and shall maintain registration to the extent possible, with the relevant customs authority or authorised provider necessary for CustomsPlus, its contractors and agents to perform their obligations under this Agreement, including without limitation the SaaS Services;

(d) comply with all applicable laws and regulations with respect to its activities under this Agreement;

(e) carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the Parties, CustomsPlus may adjust any agreed timetable or delivery schedule as reasonably necessary;

(f) ensure that the Authorised Users use the SaaS Services and the Documentation in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User’s breach of this Agreement;

(g) obtain and shall maintain all necessary licences, consents, and permissions necessary for it to perform its obligations under the Agreement and use the Services;

(h) ensure that the Customer Environment complies with the relevant specifications provided by CustomsPlus from time to time;

(i) ensure that all login details for the Portal and any other information used as part of the security procedures for the Website are treated as confidential and shall not disclose such information to any person except its authorised personnel;

(j) use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services, the Portal and the Documentation and in the event of any such unauthorised access or use shall promptly notify CustomsPlus and shall give CustomsPlus all assistance that it reasonably required to prevent or contain such unauthorised access or use; and

(k) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to CustomsPlus’ data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.

7.2 The Customer shall not access, store, distribute or transmit any Viruses, Customer Materials or any material during the course of its use of the SaaS Services that:

(a) breach any applicable law or are fraudulent, or have any unlawful or fraudulent purpose or effect,

(b) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(d) depicts sexually explicit images;

(e) promotes unlawful violence;

(f) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

(g) in a manner that is otherwise illegal or causes damage or injury to any person or property;

and CustomsPlus reserves the right, without liability or prejudice to its other rights, to remove from the Website and/or disable the Customer’s access to any Customer Materials or any other materials that CustomsPlus (acting in its absolute discretion) considers to breach the provisions of this clause, or any other clause of these Conditions.

7.3 The Customer shall not:

(a) except as may be allowed by any applicable law which is incapable of

exclusion by agreement between the Parties and except to the extent expressly permitted under this Agreement:

(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or

(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or

(b) access all or any part of the SaaS Services and Documentation in order to build a product or service which competes with the SaaS Services and/or the Documentation; or

(d) subject to clause 21.1 (or unless specifically permitted in writing by CustomsPlus), license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the SaaS Services and/or Documentation available to any third party except the Authorised Users, or

(e) attempt to obtain, or assist third parties in obtaining, access to the SaaS Services and/or Documentation, other than as provided under this clause 7.

7.4 The Customer shall indemnify CustomsPlus against all claims, liabilities, losses, costs, proceedings, damages, expenses, fines and penalties suffered or incurred by CustomsPlus (or any of its partners, employees, officers, consultants, sub-contractors or other personnel) arising out of or in connection with any breach of clause 7.2 and clause 7.3.

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8. Fees and payment

8.1 Fees are set forth in the applicable Statement of Work. CustomsPlus shall send all invoices and fee increase notices via email to the Customer’s email addresses indicated in the applicable Statement of Work, unless otherwise specified herein.

8.2 Unless otherwise specified in the applicable Statement of Work, all payment obligations start from the execution of the Statement of Work, with payment to be made in accordance with the payment terms set out in the applicable Statement of Work. Except as otherwise expressly specified in the Statement of Work, the Customer shall send such payment to the address included on the invoice, and such payments shall be made in pounds sterling.

8.3 All payments shall be paid in full, without deduction of taxes or other fees that may be imposed by any government, unless applicable local legislation prohibits such deductions. Any such taxes and fees are the responsibility of the Customer.

8.4 If CustomsPlus has not received payment within seven (7) days after the CustomsPlus invoice due date, and without prejudice to any other rights and remedies of CustomsPlus:

(a) CustomsPlus may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and CustomsPlus shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3%over the then current base lending rate of CustomsPlus’ bankers in the UK from time to time, commencing on the CustomsPlus invoice due date and continuing until fully paid, whether before or after judgment.

8.5 All Fees stated or referred to in this Agreement:

(a) shall be payable in pounds sterling unless otherwise specified in the Statement of Work;

(b) are, subject to clause 13.5(b), non-cancellable and non-refundable;

8.6 CustomsPlus shall be entitled to vary the fees for the Services not more than once in every successive period of twelve (12) months during the Term upon giving not less than 90 days written notice of such increase to the Customer by an amount not exceeding RPI + 2% (from such then current fees) (RPI based on September RPI of the then current Year).

9. Proprietary rights
9.1 The Customer acknowledges and agrees that CustomsPlus and/or its licensors retain sole and exclusive ownership of, and all rights, title and interest in the Website, Services, Software and the Documentation, including but not limited to, all copyrights, trademarks, proprietary rights and any other intellectual property rights related to the Website, Services, Software and Documentation and anything developed or modified by CustomsPlus or its Affiliates and provided to, or accessed by, the Customer. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, or in, patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Website, Services, Software or the Documentation.

9.2 CustomsPlus confirms that it has all the rights in relation to the Website, Services, Software and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.

9.3 If the Portal becomes or, in CustomsPlus’ reasonable opinion, is likely to become the subject of any claim that it infringes any intellectual property rights of a third party, CustomsPlus shall be entitled, at its absolute discretion and without liability, to:

(a) replace all or part of the Portal with functionally equivalent software without any charge to the Customer; and/or

(b) modify the Portal as necessary to avoid such claim, provided that the amended Portal continues to function insubstantially the same way; and/or

(c) procure for the Customer a licence from the relevant complainant to continue using the Portal without any additional charge to the Customer; and/or

(d) if after having used reasonable endeavours CustomsPlus is unable to achieve any of the options at sub-clauses 9.3(a) to 9.3(c), CustomsPlus may terminate the Agreement with immediate effect on written notice to the Customer, in which case, CustomsPlus shall refund any fees paid in advance by the Customer in respect of the unexpired term of the SaaS Services calculated on a pro rata basis, and CustomsPlus shall have no further liability in respect of such termination.

9.4 The Customer retains all ownership and intellectual property rights related to their software and Customer Material. The Customer hereby grants CustomsPlus for the Term, a royalty-free, non-exclusive right and license to use intellectual property owned or held by the Customer required for the performance of this Agreement.

9.5 The Customer grants CustomsPlus the right to use information about the access and use of the Services, and, anonymise and use Customer Materials to improve CustomsPlus products and services.

9.6 The Customer agrees that CustomsPlus may use the Customer’s name and logo in marketing and promotional materials in respect of the Services.

9.7 The Customer warrants that CustomsPlus use of the Customer Materials in accordance with the terms of the Agreement will not infringe the rights (including the intellectual property rights) of any third party.

10. Confidentiality

10.1 Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under this Agreement. Each Party shall during the Term and following termination of this Agreement (howsoever arising) keep confidential, subject to the provisions of this clause 10, all information (written or oral) that it shall have obtained or received as a result of discussions leading up to or the entering into or performance of this Agreement.

10.2 A Party’s Confidential Information shall not be deemed to include information that:

(a) is or becomes publicly known other than through any act or omission of the receiving party;

(b) was in the other party’s lawful possession before the disclosure;

(d) is independently developed by the receiving party, which independent development can be shown by written evidence; or

(e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

10.3 Each Party may disclose any Confidential Information to:

10.3.1 its auditors and professional advisors,

10.3.2 comply with any law, regulation or government request (including the rules of any applicable stock exchange and Customs Authority), and

10.3.3 its Affiliates, employees, agents, suppliers, sub-contractors and consultants

and such other third parties as is required in order to or in connection with the performance of its obligations under this Agreement,

provided that the Party disclosing the Confidential Information under this clause 10.3 uses its reasonable endeavours to procure that the person to whom Confidential Information is disclosed maintains as confidential the Confidential Information and does not use the same except for the purposes for which the disclosure is made and shall take such all such steps as shall from time to time be necessary to ensure compliance with the provisions of clause 10.1 by its Affiliates, employees, agents, suppliers, sub-contractors, consultants and other relevant third parties.

10.4 The Customer acknowledges that details of the SaaS Services, and the results of any performance tests of the SaaS Services, constitute CustomsPlus’ Confidential Information.

10.5 CustomsPlus acknowledges that the Customer Materials is the Confidential Information of the Customer.

10.6 This clause 10 shall survive termination of this agreement, however arising.

10.7 No Party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

11. Compliance with laws

11.1 Each Party shall at all times comply with all laws applicable to them and shall maintain such authorisations and all other approvals, permits and authorities as are required from time to time to perform their obligations under or in connection with this Agreement.

12. Indemnity

12.1 The Customer shall defend, indemnify and hold harmless CustomsPlus against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the SaaS Services and/or Documentation, provided that:

(a) the Customer is given prompt notice of any such claim;

(b) CustomsPlus provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and

12.2 CustomsPlus shall defend the Customer, its officers, directors and employees against any claim that the SaaS Services or Documentation infringes any patent effective as of the Commencement Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:

(a) CustomsPlus is given prompt notice of any such claim;

(b) the Customer provides reasonable co-operation to CustomsPlus in the defence and settlement of such claim, at CustomsPlus’ expense; and

12.3 In no event shall CustomsPlus, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:

(a) a modification of the SaaS Services or Documentation by anyone other than CustomsPlus; or

(b) the Customer’s use of the SaaS Services or Documentation in a manner contrary to the instructions given to the Customer by CustomsPlus; or

(d) the Customer’s use of the SaaS Services or Documentation after notice of the alleged or actual infringement from CustomsPlus or any appropriate authority.

12.4 The foregoing and clause 9.3 states the Customer’s sole and exclusive rights and remedies, and CustomsPlus’ (including CustomsPlus’ employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

12.5 The Customer shall indemnify CustomsPlus against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by CustomsPlus arising out of or in connection with any claim made against CustomsPlus for actual or alleged infringement of a third party’s intellectual property rights, actual or alleged defamation, or otherwise, arising out of or in connection with use of the Customer Materials by CustomsPlus in the course of providing the Services.

13. Limitation of liability
13.1 This clause 13 sets out the entire financial liability of CustomsPlus (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer:

(a) arising under or in connection with this Agreement;

(b) in respect of any use made by the Customer of the Services and Documentation or any part of them; and

(c) in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

13.2 Except as expressly and specifically provided in this Agreement:

(a) the Customer assumes sole responsibility for results obtained from the use of the SaaS Services and the Documentation by the Customer, and for conclusions drawn from such use. CustomsPlus shall have no liability for any damage caused by errors or omissions in any information, instructions or documentation provided to CustomsPlus by the Customer in connection with the SaaS Services, or any actions taken by CustomsPlus at the Customer’s direction;

(b) CustomsPlus is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the SaaS Services, the Website and the Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities;

(c) CustomsPlus shall have no liability for impaired performance or non-performance of the Website arising from a failure of the Customer to comply with any specifications or technical requirements relating to use of the Website notified by CustomsPlus from time to time;

(d) CustomsPlus shall have no liability for losses arising from the configuration of the Portal by the Customer or any Authorised User, any errors or omissions in any Customer Materials or any actions taken by CustomsPlus at the direction of the Customer or an Authorised User; and

(e) the SaaS Services and the Documentation are provided to the Customer on an “as is” basis and all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement.

13.3 Nothing in this Agreement excludes the liability of CustomsPlus:

(a) for death or personal injury caused by CustomsPlus’ negligence; or

(b) for fraud or fraudulent misrepresentation.

13.4 The Customer agrees that, in respect of each individual Free or Trial Service as it is only testing and evaluating the SaaS Service and is doing so free of charge, it is reasonable that CustomsPlus shall have no liability of any kind in any circumstances whatsoever including without limitation negligence (except for death and personal injury caused by CustomsPlus’ negligence) to the Customer in respect of the SaaS Service and that CustomsPlus give no warranty of any kind in respect of the SaaS Service. For the same reasons, all statutory and implied warranties, terms and conditions are excluded to the fully extent allowed by law.

13.5 Subject to clause 13.2, clause 13.3 and clause 13.4:

(a) CustomsPlus shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and

(b) CustomsPlus’ total aggregate liability in contract (including in respect of the indemnity at clause 12.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall in each Year be limited to the total fees paid by the Customer during that Year.

14. Term and termination
14.1 This MSA shall remain in effect until terminated as set forth herein.

14.2 The initial term for each Service purchased, and any renewal rights or extensions, will be as set forth in the applicable Statement of Work.

14.3 If any fees which are not disputed by the Customer in good faith are more than seven (7) calendar days past due, CustomsPlus will have the right, in addition to all other rights and remedies available to it, to suspend delivery of or access to the Services.

14.4 The Customer shall set forth in writing and in reasonable detail any amount(s) disputed in good faith and the basis or reason for the dispute. Upon receipt of a notice of dispute, the parties will make reasonable, diligent, good faith efforts to quickly resolve the dispute, and CustomsPlus shall provide such information as the Customer reasonably requests in order to audit or confirm the charges. Neither Party shall be required to pay or refund, as applicable, any amounts disputed in good faith until such dispute is fully resolved. Once the dispute is fully resolved, the agreed-upon amounts shall be paid or refunded, as applicable, within ten (10) days following such resolution.

14.5 The Agreement may be terminated (i) by either Party if the other Party commits a material breach of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified to do so; (ii) if the other Party becomes insolvent (generally unable to pay its debts as they become due) or the subject of a bankruptcy, conservatorship, receivership, or similar proceeding, or makes a general assignment for the benefit of creditors; (iii) by either Party at any time that no Statement of Work is outstanding; or (v) by CustomsPlus upon the expiration of seven (7) days’ notice if any fees which are not disputed by Customer in good faith are more than thirty (30) days past due.

14.6 CustomsPlus may terminate or suspend the provision of Free or Trial Services (and all related support services) at any time with or without notice.

14.7 Where a Party has rights to terminate the Agreement pursuant to clause 14.5 , the non-breaching party may, at its discretion, either terminate the entire Agreement or the applicable Statement of Work. Statement of Works that are not terminated shall continue in full force and effect under the terms of this MSA.

14.8 On expiry or termination of this Agreement for any reason:

(a) all licences granted under this Agreement shall immediately terminate;

(b) each Party shall make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other Party;

(c) subject to clause 14.8.(d) CustomsPlus will destroy or otherwise dispose of any of the Customer Materials in its possession within 30 days of expiry of termination of this Agreement;

(d) the Customer can, within 7 days of expiry or the effective date of termination of a Statement of Work, request the return (export) of any Customer Materials, if applicable, unless required by applicable law to retain a copy in which case CustomsPlus shall inform the Customer what Customer Materials it will retain, the legal reason for retaining it, and the period of which is shall be retained,

(e) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

15. Force majeure
CustomsPlus shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of CustomsPlus or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, epidemic, pandemic, storm or default of CustomsPlus or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

16. Variation
Except as expressly provided for in these Conditions, no variation of this Agreement shall be effective unless it is in writing and accepted by the Parties (or their authorised representatives). For the avoidance of doubt, agreement by email shall constitute an agreement in writing.

17. Waiver
No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute 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 or restrict the further exercise of that or any other right or remedy.

18. Rights and remedies
Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

19. Severance
19.1 If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

19.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the Parties.

20. Entire agreement

20.1 This Agreement, and any documents referred to in it, constitute the whole agreement between the Parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

20.2 Each of the Parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this Agreement.

21. Assignment
21.1 The Customer shall not, without the prior written consent of CustomsPlus, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

21.2 CustomsPlus may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

22. No partnership or agency

Nothing in this Agreement is intended to or shall operate to create a partnership between the Parties, or authorise either Party to act as agent for the other, and neither Party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

23. Third party rights
This Agreement does not confer any rights on any person or party (other than the Parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act1999.

24. Notices
24.1 Any notice required to be given under this Agreement shall be in writing and shall be delivered or transmitted to the intended recipient’s address as specified in the Agreement or such other address as either Party may notify in writing to the other from time to time for this purpose. It may also, in the case of notice by CustomsPlus only, be generally notified to the Customer via their account, or notified by way of email to the email address CustomsPlus has on account for the Customer.

24.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. In the case of notice served by posting on the Customer’s account or by email the notice shall be deemed given at the time such upload goes live onto the website or at the time of transmission of the email (respectively).

25. Changes to these Conditions

CustomsPlus may from time to time make updates to the Conditions incorporated into and contained in this MSA; provided, however, any existing MSA shall remain subject to the Conditions that have been incorporated into or contained in this MSA as of the Commencement Date of this MSA until the expiration of the Term.

26. Governing law

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

27. Jurisdiction

Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

SaaS Terms & Conditions

Welcome to the CustomsPlus MyCustomsInfo(TM) SaaS Terms & Conditions.

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Welcome to the CustomsPlus MyCustomsInfo^(TM) SaaS Terms & Conditions.