Terms & Conditions

These Terms and Conditions ("Terms") apply to any and all agreements between Sussex Freight Services Ltd ("the Company") and its customers ("the Customer"). Use of the services provided by Sussex Freight Services Ltd is subject to the following Terms. Sussex Freight Services Ltd is registered within the UK under company number 14175769.

Sussex Freight Services Ltd is a registered corporate trading member of the British International Freight Association (BIFA). Member No. 4065.

Sussex Freight Services Ltd is a registered corporate trading member of the Road Haulage Association (RHA). Member No. 0034627-000

The British International Freight Association (BIFA) Standard Trading Conditions 2021 (see Annex II) apply to all international shipments, while the Road Haulage Association (RHA) Conditions of Carriage 2020 (see Annex III) govern UK shipments. These conditions are to be read in conjunction with our own Terms and Conditions.

ARTICLE 1. DEFINITIONS

The capitalised terms in these Terms and Conditions, both singular and plural, are considered to have the meaning as described in this article:

1.1. Sussex Freight Services Ltd: The company provides freight services as outlined in these Terms and Conditions.

1.2. Account: The personal account which the Customer can create via the Website, enabling the use of the Services.

1.3. Agreement: Any agreement between Sussex Freight Services Ltd and the Customer under which Sussex Freight Services Ltd provides Services to the Customer, of which these Terms and Conditions form an integral part.

1.4. Customer: The natural person or legal entity, acting in a professional capacity, with whom Sussex Freight Services Ltd has concluded an Agreement.

1.5. Carrier: The third-party partner that Sussex Freight Services Ltd has instructed on behalf of the Customer and with whom Sussex Freight Services Ltd has concluded an Agreement.

1.6. Data Processing Addendum: The addendum attached as Annex I to these Terms and Conditions, governs the processing of personal data through the use of the Services, which forms an integral part of the Agreement.

1.7. Intellectual Property Rights: All intellectual property rights and related rights, including but not limited to copyrights, database rights, domain name rights, trademark rights, brand rights, model rights, neighbouring rights, patent rights, and rights to know-how.

1.8. In Writing: Dated and signed correspondence on paper. This also includes email and fax messages, insofar as the origin and integrity of such messages can be sufficiently established.

1.9. Service(s): The products and services provided by Sussex Freight Services Ltd to the Customer under the Agreement, including, but not limited to, the provision of shipping & delivery software and tools which the Customer can integrate on their sales channels, to streamline the delivery of the Customer’s products.

1.10. Terms and Conditions: These terms and conditions, including any referenced conditions such as the British International Freight Association (BIFA) Standard Trading Conditions (2021) and the Road Haulage Association (RHA) Conditions of Carriage (2020).

1.11. Website: The websites sussexfreight.co.uk, sussexfreight.sendmyparcel.com, and all related subdomains.

ARTICLE 2. CONCLUSION OF THE AGREEMENT

2.1. The Agreement will commence upon the registration for an Account on the Website by the Customer.

2.2. All details that the Customer provides to Sussex Freight Services Ltd during registration must be correct and complete. The Customer is obliged to treat the login codes provided by or to Sussex Freight Services Ltd with care and confidentiality and may only disclose it to authorised employees. Sussex Freight Services Ltd cannot be held liable for any unauthorised use of the Customer’s login codes by third parties.

2.3. These Terms and Conditions apply to the registration process, the use of the Account by the Customer, the use of the Services, and any future assignments.

2.4. Terms or conditions stated by the Customer that deviate from or are not contained within these Terms and Conditions, the British International Freight Association (BIFA) Standard Trading Conditions, or the Road Haulage Association (RHA) Conditions of Carriage, are only binding for Sussex Freight Services Ltd in case Sussex Freight Services Ltd explicitly confirms the applicability of such deviating terms and conditions In Writing.

ARTICLE 3. DELIVERY OF SERVICES

3.1. The services offered by Sussex Freight Services Ltd are described on the Website. The Services to be provided depend on which Services the Customer has purchased via the ordering process on the Website and are also bound by the terms and conditions of the Carrier, the British International Freight Association (BIFA) Standard Trading Conditions for international shipments, and the Road Haulage Association (RHA) Conditions of Carriage for UK shipments.

3.2. Sussex Freight Services Ltd endeavours to perform the Services to the best of its ability and in a manner expected from a careful professional, adhering to the standards outlined in both the British International Freight Association (BIFA) Standard Trading Conditions and the Road Haulage Association (RHA) Conditions of Carriage, as applicable.

3.3. While the Sussex Freight Services Ltd Website may generate the Carrier’s label, Customs Declaration form, and Commercial Invoice form, this information is derived from the information input by the Customer, who is therefore responsible for its accuracy. Similarly, any additional documentation that may be required to import/export the shipped goods is the responsibility of the Sussex Freight Services Ltd account holder to provide.

3.4. Any stated or agreed upon delivery times are estimates made by Sussex Freight Services Ltd to the best of its ability. Exceeding such delivery times, whatever the cause or reason, shall not result in Sussex Freight Services Ltd being in default.

3.5. Sussex Freight Services Ltd will take into account any reasonable requests of the Customer when fulfilling the Agreement but is not obliged to comply with such requests. Sussex Freight Services Ltd may charge additional costs for complying with a request.

3.6. Sussex Freight Services Ltd, at its sole discretion, is entitled to make use of third parties in the performance of the Agreement, including those governed by the British International Freight Association (BIFA) Standard Trading Conditions or the Road Haulage Association (RHA) Conditions of Carriage, as relevant.

ARTICLE 4. USE OF THE SERVICE

4.1. To use and access the Services, the Customer must create an Account in the manner indicated by Sussex Freight Services Ltd.

4.2. The Customer must secure access to its Account(s) by protecting the username and password against third-party access. In particular, the Customer must keep any login information strictly confidential. Sussex Freight Services Ltd may assume that all actions undertaken from the Customer’s Account after logging in with its credentials are authorised and supervised by the Customer. This means that the Customer is responsible for all activities conducted via its Account.

4.3. As soon as the Customer knows or has reason to assume that its Account has been accessed by an unauthorised third party or is otherwise compromised, the Customer must inform Sussex Freight Services Ltd of this without undue delay, notwithstanding its own obligations to take immediate effective measures, such as changing its login credentials.

4.4. Use of the Service must be in accordance with instructions given by Sussex Freight Services Ltd.

4.5. The Customer is not allowed to use the Services: a) in any way that is unlawful, illegal, fraudulent, or harmful; or b) in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity.

4.6. If, in the opinion of Sussex Freight Services Ltd, the continued functioning of the computer systems or network of Sussex Freight Services Ltd or third parties may be under threat of being damaged or jeopardised, Sussex Freight Services Ltd may take all steps it deems reasonably necessary to end or avert such damage or jeopardy.

4.7. Sussex Freight Services Ltd may implement technical or other measures to protect the Services. Where Sussex Freight Services Ltd has implemented such measures, the Customer may not remove or circumvent these measures.

4.8. It is not permitted to use the Service in a manner that causes a nuisance or hindrance for other users. This includes (among others) the use of personal scripts or programs resulting in large amounts of data being up- or downloaded.

4.9. The Customer is not permitted to access the software source code (including object code) of the Service, either during or after the duration of the Agreement.

ARTICLE 5. EXCLUDED GOODS

5.1 If the proposed Consignment contains Excluded Goods, the Customer must notify the Carrier at the time of Booking as to the content and value of such Consignment. The Carrier may (in its sole discretion) elect to carry such Excluded Goods. The Carrier shall not be liable to the Customer for any loss, however caused, unless the Carrier has agreed in writing to the Customer to accept such liability. The Carrier reserves the right to charge the Customer (and the Customer shall pay) an additional sum for the carriage of the Consignment of Excluded Goods and will inform the Customer of such sum before accepting the Booking. If the Customer fails to inform the Carrier in accordance with this clause, such Consignment will be delivered solely at the Customer’s risk, and the Customer shall indemnify and keep the Carrier indemnified against any and all losses, damages, claims, liabilities, costs, and expenses (including, without limitation, legal costs and expenses) suffered or incurred by the Carrier arising out of, or in connection with, the delivery of the Consignment comprising such Excluded Goods in whole or in part.

ARTICLE 6. DANGEROUS & PROHIBITED ITEMS

6.1 Unless the Carrier has agreed otherwise in advance in writing, specifying any additional terms, charges, and limitations on liability which shall apply, the Customer shall not submit for carriage (and the Carrier may, without any liability whatsoever, reject such carriage at any time upon notice to the Customer) any Consignment that contains firearms, munitions, inflammable items or other explosives, livestock or other animals, human remains, any obscene, defamatory, blasphemous, scandalous, or other indecent material, or any item (including, without limitation, drugs or other illegal substances) that is prohibited or illegal to possess or import into any country through or into which the carriage of the Consignment is to take place ("Prohibited Items"). If the Customer submits Prohibited Items as a Consignment (and regardless of whether or not the Carrier has agreed to carry such Consignment), the Customer shall indemnify and keep the Carrier indemnified against any and all losses, damages, claims, liabilities, costs, and expenses (including, without limitation, legal costs and expenses) suffered or incurred by the Carrier arising out of, or in connection with, the carriage of the Consignment comprising such Prohibited Items in whole or in part.

ARTICLE 7. DELIVERY

7.1 The Customer shall ensure that the Consignment is secure, properly/tightly packed, and labelled in accordance with good practice and any applicable statutory requirements, and is fit and safe to be carried, stored, and transported by road, air, rail, or sea, as may be appropriate.

7.2 Where cardboard is used, a minimum grade of double wall cardboard must be used.

7.3 The Carrier will use all reasonable efforts to collect and deliver the Consignment within the times specified for collection and delivery by the Carrier when confirming a Booking, but unless otherwise agreed, these are estimates only and time is not of the essence, in accordance with the applicable provisions of the British International Freight Association (BIFA) Standard Trading Conditions for international shipments and the Road Haulage Association (RHA) Conditions of Carriage for UK shipments.

7.4 Unless the Carrier has otherwise agreed in writing with the Customer:

7.4.1 The Carrier shall not be required to provide any labour or special equipment for loading or unloading the Consignment, other than that carried by the vehicle used by the Carrier; and

7.4.2 The Customer warrants that it will provide or procure any special equipment required for loading or unloading the Consignment and shall indemnify and hold harmless the Carrier for any damage to the Consignment or the Carrier, however caused, if the Carrier is instructed to load or unload any Consignment requiring special equipment where such equipment has not been provided or procured by the Customer.

7.5 The Carrier shall under no circumstances be liable to the Customer for any loss of or damage to:

7.5.1 The Consignment; or

7.5.2 Any property of the Customer in connection with or arising out of:

7.5.3 The Carrier’s use of any special equipment in the loading or unloading of the Consignment (other than that carried by the vehicle used by the Carrier);

7.5.4 The Carrier’s entry onto the premises of the Customer or Consignee in the course of collecting or delivering the Consignment; or

7.5.5 The Carrier otherwise providing to the Customer (whether for the benefit of the Customer or the Consignee) any services (whether or not the Customer and/or the Consignee assist in such provision) that are beyond the scope of the services that would usually and reasonably be expected of a point-to-point courier (together the “Out of Scope Services”).

7.6 The Carrier shall not be required to provide the Out of Scope Services (in whole or in part) to the Customer (whether for the benefit of the Customer or the Consignee), unless such provision is provided for in the Customer’s Booking and confirmed by the Carrier.

7.7 The Customer shall indemnify and keep indemnified the Carrier and its affiliates, contractors, agents, directors, and employees against all losses, liabilities, damages, claims, actions, proceedings, expenses, and costs (including legal and professional costs) that the Carrier and/or such related parties suffer or incur arising out of or in connection with the Carrier’s provision of the Out of Scope Services (whether or not the Customer and/or the Consignee assist in such provision), including but not limited to any claim by the Consignee that the Carrier’s provision of the Out of Scope Services has caused any loss of or damage to the Consignment or the property of the Consignee.

7.8 The Carrier shall deliver Consignments according to such route as it in its absolute discretion thinks fit.

ARTICLE 8. CONSIGNMENT NOTES

8.1 If required, the Carrier shall sign a document prepared by the Customer acknowledging receipt of the Consignment, but such document shall not be evidence of the condition, declared nature, quantity, or weight of the Consignment at the time it is received by the Carrier.

8.2 Subject to clause 8.3, the Carrier shall require written acknowledgment at the point of delivery of the Consignment and where the Carrier is unable to obtain such acknowledgment, the Carrier shall be deemed to have been unable to effect delivery for the purposes of clause 10.1. Written acknowledgment at the point of delivery shall be conclusive evidence of proper delivery.

8.3 Where the Customer notifies the Carrier before the delivery or attempted delivery of the Consignment that the Carrier need not provide the Customer with a signature as proof of delivery of the Consignment, the Carrier shall be under no obligation to provide the Customer with the same, and the Customer shall be deemed to have unconditionally and irrevocably waived any and all claims it may have in respect of the final delivery of the Consignment to the Consignee. Where a Customer notifies the Carrier that proof of delivery is not required pursuant to this clause 8.3, the Carrier shall not be liable to the Customer if it is later claimed by the Consignee that the Consignment has not been delivered.

ARTICLE 9. TRANSIT

9.1 Transit commences when the Carrier takes possession of the Consignment, whether at the Carrier’s premises or at some other point of collection, as governed by the British International Freight Association (BIFA) Standard Trading Conditions for international shipments and the Road Haulage Association (RHA) Conditions of Carriage for UK shipments.

9.2 Subject to clause 9.3, Transit by the Carrier shall (unless otherwise agreed) end when the Consignment is tendered at the Consignee’s address provided at the time of Booking by the Customer.

9.3 Where a Consignment cannot be delivered (for whatever reason) or is held by the Carrier to await order or further instructions, and such instructions are not given or the Consignment is not collected within 24 hours of notice being given to the Customer or such other time as the Carrier may nominate, then transit shall be deemed to end at the expiry of such time.

9.4 The Carrier shall be entitled to recover its charges in full for any delivery that is unsuccessful due to incorrect or inadequate information provided by the Customer and, in addition, recover any expenses or losses it suffered or incurred in attempting to effect delivery, in accordance with the relevant provisions of the British International Freight Association (BIFA) Standard Trading Conditions or Road Haulage Association (RHA) Conditions of Carriage.

9.5 The Customer understands and accepts that the Carrier shall be entitled to open and examine any Consignment that the Carrier reasonably considers to be a security or health and safety risk and to take, at its sole discretion, such appropriate action thereafter.

ARTICLE 10. UNDELIVERED OR UNCLAIMED GOODS

10.1 Where the Carrier is unable to effect delivery as requested by the Customer when making a Booking, or where transit has come to an end, the Carrier shall use its reasonable endeavours to notify the Customer and the Consignee of any undelivered or unclaimed Consignment. Unless the Consignment is collected from the Carrier by the Customer or instructions are given for the disposal, onward carriage, or return to the Customer of the Consignment within 7 days of such notice being given (or such other time as the Carrier may nominate), title to the Consignment shall transfer to the Carrier, and the Carrier may destroy or sell the Consignment as if it were the absolute owner. Where a Consignment is returned to the Customer by the Carrier or a Customer arranges for the onward carriage and delivery of the Consignment by the Carrier (excluding any return to the Customer), that return or onward carriage (as the case may be) shall be at the Customer’s sole cost and expense and shall be charged to the Customer (and the Customer shall pay) at the Carrier’s standard rates from time to time in force.

10.2 Where the Carrier sells the Consignment to a third party pursuant to clause 10.1, the Carrier shall use its reasonable endeavours to obtain a reasonable price for the Consignment and shall apply the proceeds of sale to the payment of all its proper expenses and charges suffered or incurred in relation to the carriage, storage, and sale or disposal of the Consignment. Any proceeds left over shall be paid to the Customer upon which the Carrier shall be discharged from all liability in respect of the Consignment. Where the proceeds of sale do not meet or exceed the total value of the Carrier’s expenses and charges, the Carrier shall charge the Customer (and the Customer shall pay) a sum equal to the shortfall.

ARTICLE 11. CANCELLATION

11.1 Subject always to the provisions of this clause 11, the Carrier and Customer shall each be entitled to cancel a Booking and terminate the Contract at any time for any reason with immediate effect by notice to the other.

11.2 Where the Carrier cancels a Booking pursuant to clause 11.1 by reason of a breach of these Conditions by the Customer, the Carrier may, without prejudice to any rights or remedies it may have at law or under these Conditions, charge (and the Customer shall pay) a reasonable fee for time and effort incurred by the Carrier in connection with that Booking, up to the full value of the charges specified by the Carrier. The Carrier further reserves the right to hold the Customer liable for missed work opportunities caused by a breach of the Conditions and the cancellation of a Booking pursuant to this clause 11.2.

11.3 In the event of cancellation of any Booking for a Consignment by the Customer, the Customer shall be liable to the Carrier for the Carrier’s charges in full for the carriage of the Consignment. This clause 11.3 shall apply only to cancelled Bookings where the Carrier has collected the Consignment in question.

11.4 Where the Customer cancels a Booking after the Carrier has departed to collect the Consignment (but before collection has taken place), the Carrier may charge (and the Customer shall pay) a reasonable fee for time and effort incurred by the Carrier in connection with that Booking, up to the full value of the charges specified by the Carrier. The Carrier further reserves the right to hold the Customer liable for missed work opportunities caused by the cancellation of a Booking following the Carrier’s departure (but before collection).

ARTICLE 12. INTELLECTUAL PROPERTY RIGHTS

12.1 Sussex Freight Services Ltd or its suppliers will retain all Intellectual Property Rights relating to the Website, the Service, the software, and all other information or materials provided to the Customer by Sussex Freight Services Ltd.

12.2 Upon conclusion of the Agreement, the Customer shall be granted a non-exclusive, non-transferable, and non-sublicensable right to use the Service for the duration of the Agreement.

12.3 All Intellectual Property Rights regarding the Customer’s data processed via the Service remain vested in the Customer. Sussex Freight Services Ltd receives a limited license to use the Customer’s data to provide the Service, including future aspects thereof.

12.4 The Customer is not authorised to make changes to the Services and is not entitled to a copy of the source files of the Services, except in cases where that is permitted under mandatory law.

ARTICLE 13. AVAILABILITY, MAINTENANCE AND MODIFICATIONS

13.1 Sussex Freight Services Ltd endeavours to keep its Service available as much as possible. However, Sussex Freight Services Ltd does not warrant uninterrupted availability.

13.2 Sussex Freight Services Ltd uses its best efforts to perform maintenance with regard to its Service. Maintenance includes patches, updates, and upgrades installed at Sussex Freight Services Ltd's sole discretion to increase performance and/or the security of the Service. Sussex Freight Services Ltd endeavours to notify the Customer in advance when planned maintenance will impact the availability of the Service. When reasonably possible, maintenance will take place when use of the Service is low. Emergency maintenance may be carried out at any moment.

13.3 Sussex Freight Services Ltd may from time to time change functionalities in its Service. Suggestions and feedback from the Customer are welcome, but ultimately Sussex Freight Services Ltd will decide which functions will be added or changed.

13.4 Sussex Freight Services Ltd does not guarantee that Service is free of malfunctions. The Customer acknowledges that the Service may be disrupted for various reasons. Sussex Freight Services Ltd will endeavour to deliver a complete continuity of Service and to repair disruptions within a reasonable time. Sussex Freight Services Ltd is not liable for damages resulting from the temporary unavailability of the Service.

ARTICLE 14. SUPPORT

14.1 Sussex Freight Services Ltd may, at its own discretion, offer the Customer support with regard to questions about the use of the Services, as well as with technical issues related to the Services.

14.2 Support requests can be addressed to Sussex Freight Services Ltd via the support form and the other channels Sussex Freight Services Ltd uses for these purposes. Sussex Freight Services Ltd endeavours to handle requests submitted to the help desk within a reasonable period. The time needed to resolve reported issues may vary.

ARTICLE 15. PRIVACY AND SECURITY

15.1 Sussex Freight Services Ltd will take appropriate security measures to protect the Website or the Services against the risks of unauthorised access or modifications, destruction, or loss of the information that the Customer entered through the Website or Services, but Sussex Freight Services Ltd can give no guarantee in this regard.

15.2 During the processing of personal data, Sussex Freight Services Ltd and the Customer shall adhere to the requirements of applicable privacy laws and regulations in accordance with the Data Processing Addendum (Annex 1).

ARTICLE 16. PRICES AND FEES

16.1 For the use of the Services, the Customer must pay Sussex Freight Services Ltd the fees as agreed upon via the online ordering process on the Website. All prices, fees, or rates are exclusive of VAT, unless otherwise specified.

16.2 Additional charges may apply that are Carrier specific, including where the original instruction/transaction has changed for any reason. This may include where a requested/scheduled collection fails due to the goods not being available or ready for collection. For when Sussex Freight Services Ltd and/or the Carrier has to label, re-label, re-direct, or amend the weight or volumetric weight if this differs from the original instruction.

16.3 A congestion charge per consignment applies for certain postcodes. For a full list of applicable postcodes, please visit the Transport for London congestion charge zone website.

16.4 Sussex Freight Services Ltd may produce/re-produce and apply a new Carrier label, where the item(s) pass through a Sussex Freight Services Ltd location, where either one is not present or scannable by the collecting courier, at the cost of £0.25 per label.

16.5 Full shipment charges will apply once the label has been downloaded on the Sussex Freight Services Ltd website and the shipment registered with the carrier, unless the booking is then ‘Shipment cancelled’.

16.6 Item/consignments that are sent with the Carrier, having previously been cancelled through the Sussex Freight Services Ltd portal, will be subject to a £10.00 ‘Cancelled but sent’ service charge.

16.7 Agreed Customer charges are calculated based on an expected volume per account. Should those volumes subside below the minimum expected within any four rolling week period (with a 15% threshold), the Carrier and then in return Sussex Freight Services Ltd reserve the right to increase the tariff by 9%, at one week’s notice.

16.8 Amounts due are to be paid in British Pound Sterling (GBP), unless any other currency was specified by Sussex Freight Services Ltd at the time of concluding the Agreement or if Sussex Freight Services Ltd at a later moment deviated therefrom in writing.

16.9 The Customer is responsible for any costs resulting from exchange rates or foreign transactions.

16.10 Sussex Freight Services Ltd is entitled to change its fee structure and/or the agreed-upon fees at any given moment and at its sole discretion.

ARTICLE 17. PAYMENT

17.1 Sussex Freight Services Ltd will issue an electronic invoice for all amounts owed, except when the Customer pays the owed amounts immediately following the online ordering process on the Website.

17.2 The Customer agrees to electronic weekly invoicing and will provide Sussex Freight Services Ltd with an email address to which invoices may be sent.

17.3 All invoices are subject to a payment term of seven (15) days after the invoice date (as stated on the invoice), unless the invoice specifies a different payment term, or another term has been agreed in writing.

17.4 If payment is not received within the aforementioned period, statutory interest will be owed and Sussex Freight Services Ltd will send the Customer a maximum of two payment reminders, each providing the Customer an additional seven (7) days to pay the amounts owed in full.

17.5 Invoices overdue by more than 8 days will incur a late payment fee of 8% plus the Bank of England's base interest rate. Invoices that then reach 15 days overdue will result in the account being placed on stop/hold. Invoices that reach 21 days overdue will be logged with our credit reference agency, Creditsafe, and a Final Demand letter will be issued before instructing our debt recovery partner, resulting in additional fees.

17.6 If the amounts due are not paid in full within the aforementioned period then (i) Sussex Freight Services Ltd will have the right to demand payment in advance for any future services, and (ii) the Customer will be in default by operation of law and will be liable to pay, in addition to the amounts owed, full compensation for extrajudicial and judicial collecting costs, including costs for lawyers, bailiffs, and debt collection agencies, insofar as permitted by law.

17.7 In the event of the Customer’s liquidation, bankruptcy, seizure, or suspension of payment, all amounts owed to Sussex Freight Services Ltd will be immediately due and payable by the Customer.

17.8 When Sussex Freight Services Ltd has reasonable doubts regarding the Customer's ability to meet all future payment obligations, Sussex Freight Services Ltd is entitled to demand assurance for such future payment obligations. In case the Customer is not able to provide adequate assurance, Sussex Freight Services Ltd has the right to terminate the Agreement without taking into account a notice period.

ARTICLE 18. DIRECTOR’S / SOLE TRADER AND/OR ‘OWNER OF BUSINESS’ PERSONAL GUARANTEE

18.1 Where a Company, Sole Trader, or Individual enters into an agreement with us, the Company, Sole Trader, or Individual agrees to ensure that at least one of the Company Directors, the Sole Trader, and/or the Individual that renders our services enters into a personal guarantee with us to guarantee all and any payments due to us from the Company, Sole Trader, or Individual.

ARTICLE 19. LIABILITY

19.1 Sussex Freight Services Ltd's liability for loss and/or damages resulting from a failure in the performance of the Agreement, an unlawful act, or otherwise, is limited per event to the amount (exclusive of VAT) that the Customer has paid under the Agreement during the three (3) months immediately preceding the breach, the act or omission giving rise to liability. In any event, Sussex Freight Services Ltd's liability towards the Customer will never surpass GBP 10,000 per calendar year.

19.2 Sussex Freight Services Ltd is only liable for direct loss and/or damage arising from an attributable failure in the performance of the Agreement, an unlawful act, or otherwise. Direct loss and/or damage is solely understood to mean any and all loss and/or damage consisting of: a) the damage caused directly to tangible objects (‘property damage’); b) reasonable and demonstrable costs the Customer has had to incur in demanding that Sussex Freight Services Ltd properly performs the Agreement, unless the defective performance is not attributable to Sussex Freight Services Ltd; c) reasonable costs to determine the cause and the extent of the direct loss and/or damage; d) reasonable and demonstrable costs incurred by the Customer to prevent or limit the direct loss and/or damage, insofar as the Customer can demonstrate that such costs have resulted in the limitation of the direct loss and/or damage; e) reasonable and demonstrable costs for having the Agreement fulfilled by a third-party, where Sussex Freight Services Ltd, after receiving notice from the Customer, fails to ensure proper performance within the reasonable term stipulated in the notice.

19.3 Sussex Freight Services Ltd shall in no event be liable for indirect damage or consequential damage, including but not limited to, loss of profit, lost savings, and damage due to business interruptions.

19.4 Any limitation or exclusion of liability stipulated in the Agreement shall not apply in the event that the loss and/or damage is attributable to (i) wilful misconduct or deliberate recklessness on the part of Sussex Freight Services Ltd management, or (ii) death or bodily injury.

19.5 Any right to claim compensation is at all times subject to the condition that the Customer notifies Sussex Freight Services Ltd of the loss and/or damage in writing within no more than seven (7) days of delivery for loss, or within three (3) days of delivery for damage.

ARTICLE 20. CONSIGNMENT VALUES & LIABILITY

20.1 The Customer shall notify Sussex Freight Services Ltd at the time of Booking of the value of the Consignment in accordance with the notification requirements set out in the tables below.

20.2 Subject to clause 19.2, Sussex Freight Services Ltd's total aggregate liability to a Customer in respect of a Consignment shall be as set out in the tables below. Sussex Freight Services Ltd shall provide a higher limit on its liability for Consignments that relate to Consignments of value where the Customer notifies Sussex Freight Services Ltd of those values and the Customer pays the additional fees as set out in the tables. The parties acknowledge and agree that Sussex Freight Services Ltd's maximum liability in respect of each Consignment will also depend on the Carrier, the service, and the level of liability selected.

20.3 Included Liability for Overnight & International Deliveries will only apply where a ‘signed for’ service (either ‘neighbour’ or ‘recipient address’ only) has been requested, at the point of booking. Extended Liability will only apply where a ‘recipient address’ signed for service has been requested, at the point of booking. ‘Leave safe’ Consignments have zero liability.

20.4 Liability shall only apply where Items are packed sufficiently for transit, through a parcel network in accordance with clauses 7.1 and 7.2. Items that are not packed sufficiently shall be excluded from all liability.

20.5 Where the original shipping address differs from the ‘actual’ delivery address and further instructions are required for the Carrier to complete the delivery, the item/consignment shall be excluded from all liability.

20.6 Where cost invoices cannot be supplied for accepted liability claims, Sussex Freight Services Ltd will reimburse up to and not exceeding 40% of the retail sale value, capped at the maximum value as set out in Table 1: Account Bookings – UK and International Transport Services and Table 2: Account Bookings – Third-Party Carriers via Sussex Freight Services Shipping Software (Website).

20.7 Choosing a liability option (whether you have paid for one or not) does not mean that Sussex Freight Services Ltd will become liable if you do not comply with your responsibilities under the Contract and these Conditions. For example, if your Shipment contains any items that Sussex Freight Services Ltd has warned you are prohibited or not covered under any circumstances or items that you have confirmed to Sussex Freight Services Ltd that your Shipment does not contain, Sussex Freight Services Ltd will not refund the charge you paid for the liability option, and Sussex Freight Services Ltd will not be liable to you for anything else.

20.8 Neither Sussex Freight Services Ltd nor our authorised agents will be liable to you for any economic loss (which includes loss of profits, loss of business, loss of use, loss of revenue, loss of market, goodwill, or other like losses), irrespective of whether the losses are direct or indirect. Neither Sussex Freight Services Ltd nor our authorised agents will be liable to you for any losses that Sussex Freight Services Ltd could not reasonably be expected to know about at the time that the contract was made. However, Sussex Freight Services Ltd will be liable for any direct loss for the shipment value only, you incur to the extent that it results from Sussex Freight Services Ltd's breach in accordance with the limits of liability in line with the Liability Option you have chosen.

20.9 Nothing in this clause limits Sussex Freight Services Ltd's liability to you in respect of personal injury, death, fraud (including fraudulent misrepresentation) resulting from Sussex Freight Services Ltd's negligence, or any liability which at law cannot be limited or excluded.

20.10 Neither of us are liable to the other in the event of any loss of, or damage or delay to Shipments arising from events that arise from or are connected to causes beyond our reasonable control, including without limitation: Acts of God; delay or cancellation of shipments, ferries, flights, railway, or other transport; failure of a recipient to accept delivery of a Shipment; delays in or refusal of securing customs clearance; acts of government or other authorities; war; riot; civil commotion; malicious damage to property; blockades; strikes, lockouts, or other industrial disputes (whether involving our workforce or that of a third party); compliance with any law or governmental order, rule, regulation, or direction, seizure under legal process; national emergencies; fire, flood, tempest, storm, or other weather conditions making performance of our obligations impracticable; accident; breakdown of plant or machinery; default of suppliers (including, without limitation, fuel) or sub-contractors.

ARTICLE 21. STORAGE OF GOODS

21.1 For any Consignments stored by the Carrier at its premises, the total liability of the Carrier for any loss of or damage to such Consignment shall not exceed the sum of one thousand pounds sterling (£1,000), unless the declared value of the Consignment exceeds such sum and the Carrier has subsequently agreed in writing to a higher limitation on its liability.

ARTICLE 22. FURTHER EXCLUSIONS ON CARRIER’S LIABILITY

22.1 The Carrier shall not be held responsible for any event beyond the reasonable control of the Carrier, which prevents it from performing its obligations under the relevant contract, including but not limited to:

22.1.1 Acts, omissions, or misrepresentations by the Customer, owner of the Consignment, Consignee, or independent contractor, or any failure of the foregoing to package and/or label the Consignment correctly pursuant to clause 7.1. The Customer acknowledges and agrees that in such circumstances the Carrier shall not be liable for any loss of or damage to the Consignment that arises out of or in connection with a failure to package and/or label it correctly;

22.1.2 Natural deterioration or fragility of the Consignment (notwithstanding that it may be marked “Fragile”); and/or

22.1.3 Any unforeseen circumstances or causes beyond the Carrier’s reasonable control, including but not limited to, act of God, war, riot, malicious damage, compliance with any law or government emergency procedure, accident, fire, flood, storm, or industrial dispute, insufficient or improper packing, labelling or addressing, unless it is previously agreed in writing that the Carrier shall perform such task; or

22.1.4 Marine risk.

22.2 The Customer shall provide to the Carrier written proof of the value of the Consignment damaged or lost, and the Carrier shall be entitled to inspect the damaged Consignment.

ARTICLE 23. FORCE MAJEURE

23.1 Sussex Freight Services Ltd cannot be obliged to perform any obligation under the Agreement if the performance is prevented due to force majeure. Sussex Freight Services Ltd is not liable for any loss and/or damage due to force majeure.

23.2 Force majeure is considered to exist in any event in case of power outages, Internet failures, telecommunication infrastructure failures, network attacks (including D(DOS)attacks), attacks by malware or other harmful software, civil commotion, natural disaster, acts of terrorism, mobilisation, war, import and export barriers, strikes, stagnation in supplies, fire, floods, and any circumstance because of which Sussex Freight Services Ltd is not able to perform or is prevented from performing as a result of its suppliers, irrespective of the reason thereto.

23.3 If a force majeure situation has lasted for more than ninety (90) days, both parties will be entitled to terminate the Agreement in writing with immediate effect. The Services delivered by Sussex Freight Services Ltd before the occurrence of the force majeure situation and during the force majeure situation will be paid for on a pro-rata basis.

23.4 In the context of Carrier-contracts concerning the delivery of products sold by the Customer to its own customers, while making use of the Service, Sussex Freight Services Ltd merely acts as an intermediary between the Customer and his customers and the Carrier. Sussex Freight Services Ltd is not liable for failures in the performance of the (Carrier) agreement since Sussex Freight Services Ltd does not form a party to such agreement.

ARTICLE 24. CONFIDENTIALITY

24.1 Both the Customer and Sussex Freight Services Ltd shall protect information that is marked as confidential, or which under the given circumstances should reasonably be regarded as confidential (“Confidential Information”), by a reasonable degree of care against unauthorised disclosure.

24.2 Each party warrants that any employees that have a need to know confidential information are bound by confidentiality provisions which are at least as stringent as provided in the Agreement.

24.3 Confidential Information may be disclosed in response to a valid court or other governmental order, provided (if permitted by such order) the disclosing party is notified as soon as possible after receipt of the order and given the opportunity to seek legal redress against such disclosure, for instance by obtaining a preliminary injunction from a competent court.

24.4 Information which would otherwise be Confidential Information shall not be deemed Confidential Information to the extent that the receiving party proves by written records said information: a) is or has become publicly available without any wrongdoing by the receiving party; b) was lawfully obtained by the receiving party before the date it was disclosed by the disclosing party; c) is lawfully obtained by the receiving party from a third party, provided that the third-party does not breach any confidentiality obligation towards the disclosing party; or d) is independently developed by the receiving party and without the use of any information of the disclosing party.

24.5 Upon the first request of the disclosing party, the receiving party shall destroy or return to the disclosing party all Confidential Information received in written or other tangible forms, including all copies thereof.

ARTICLE 25. DURATION AND TERMINATION

25.1 The Agreement will commence upon the date of registration by means of creating an Account by the Customer and the confirmation of the registration by Sussex Freight Services Ltd and will then remain in force for an indefinite period. Both parties are entitled to terminate the Agreement at any time, subject to a notice period of one (1) month.

25.2 Sussex Freight Services Ltd may terminate the Agreement unilaterally and with immediate effect, in case the Customer: a) is dissolved or ceases to conduct all (or substantially all) of its business; b) is or becomes insolvent or convenes a meeting or makes or proposes to make any arrangement or composition with its creditors; c) is declared bankrupt or when an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the Customer.

25.3 Sussex Freight Services Ltd is entitled to terminate the Agreement without taking into account a notice period, in case the Customer breaches the Agreement in whole or in part and fails to cure such breach within seven (7) days after receiving notice of such breach from Sussex Freight Services Ltd. This does not affect any sums paid or payable by the Customer under the Agreement.

25.4 Where Sussex Freight Services Ltd suspends the performance of the Agreement, Sussex Freight Services Ltd will retain all its rights and claims under the Agreement and the applicable laws and regulations.

25.5 In the event that the Agreement is terminated, the amounts owed to Sussex Freight Services Ltd by the Customer will become immediately due and payable (irrespective of the reason for the termination).

25.6 Any dissolution of the Agreement, in full or in part, does not affect any sums paid or payable by the Customer under this Agreement. As such, no reversal of payments shall take place.

25.7 Sussex Freight Services Ltd and the Customer agree that the Customer cannot submit claims under the UK Civil Code.

ARTICLE 26. EXIT

26.1 Upon termination of the Agreement, the Customer will no longer be entitled to use the Services. In such an event, any implemented Service must be deleted from the Customer’s systems.

26.2 After the Agreement has been terminated, Sussex Freight Services Ltd will retain all data and other details of the Customer for three (3) months. After this period, Sussex Freight Services Ltd will have the right to delete all data and other details of the Customer from the Sussex Freight Services Ltd systems.

ARTICLE 27. CHANGES TO THE AGREEMENT

27.1 Sussex Freight Services Ltd is entitled to amend the Agreement, including these Terms and Conditions, at any time provided it announces the proposed changes or additions to the Customer via the Website, the Service or otherwise in writing, at least thirty (30) days before the date these changes or additions take effect.

27.2 Changes or additions that are not significant or those required by applicable mandatory law may be made at any time.

27.3 During the aforementioned period of thirty (30) days, the Customer may object in writing to the proposed changes or additions - excluding those pursuant to Article 26.2. Sussex Freight Services Ltd will then reconsider and withdraw the amendment if it considers the objection well-founded. However, if Sussex Freight Services Ltd decides to implement the amendment despite the objection, the Customer will be entitled to terminate the Agreement as of the moment the amendment takes effect. Use of the Services after the date of effect shall constitute the Customer’s acceptance of the amendment.

ARTICLE 28. MISCELLANEOUS TERMS

28.1 The Agreement shall be governed by UK law, excluding any conflict of law provisions contained in UK law.

28.2 To the extent not otherwise provided for in mandatory law, all disputes related to the Service or the Agreement will be submitted to the competent UK court in the jurisdiction where Sussex Freight Services Ltd has its registered office.

28.3 Parties will first appeal to a court after they have made reasonable effort to resolve the dispute in mutual consultation.

28.4 The versions of logs, measurements, and communications received and saved by Sussex Freight Services Ltd (including administration) will be considered authentic, subject to evidence provided by the Customer to the contrary.

28.5 The Customer agrees that Sussex Freight Services Ltd can transfer the rights and obligations attached to Sussex Freight Services Ltd under the Agreement to a third party.

28.6 If one or more provisions in these general terms and conditions become null or are declared nullified, the other provisions in these general terms and conditions will remain applicable in full. Sussex Freight Services Ltd and the Customer will then discuss new provisions to replace the null or nullified provisions, with as much observance of the purpose and intent of the original provisions as possible.

28.7 If the Customer moves or if the Customer’s billing address, banking details, contact details such as e-mail address, or any other information relevant to Sussex Freight Services Ltd changes, the Customer must notify Sussex Freight Services Ltd as soon as possible.

The below Data Processing Addendum is entered into by and between the Customer (“Controller”) and Sussex Freight Services Ltd (“Processor”). This Data Processing Addendum applies to the processing of personal data through the Services provided by the Processor and forms an integral part of the Agreement.

ARTICLE 1. DEFINITIONS

1.1 In this Data Processing Addendum, “GDPR” means the General Data Protection Regulation as well as all laws and regulations that may replace this regulation in the future.

1.2 Terms defined in the GDPR have the same meaning in this Data Processing Addendum unless another definition is given here.

1.3 “Personal Data” means personal data (as defined by the GDPR) relating to the Controller or its customers and/or other contacts.

1.4 “Sub-Processor” means a legal entity or person, not being a member of the Processor’s staff, who is or will be engaged by the Processor for the purpose of providing products or services to the Controller on the Processor’s behalf, for which purpose the engaged person or entity may receive or have access to Personal Data.

ARTICLE 2. GENERAL

2.1 The Processor and the Controller will each warrant compliance with the laws and regulations applicable to them, including in any event the laws and regulations related to the protection of Personal Data, such as the GDPR.

2.2 The Processor will only process Personal Data in accordance with the applicable laws and regulations and the written instructions of the Controller as set out in the Agreement.

2.3 The Processor will keep secret all Personal Data which it receives from the Controller, or to which it is given access by the Controller, and the Processor will not disclose or make this data accessible to third parties (other than permitted Sub-Processors) without prior written permission from the Controller, unless the Personal Data must be disclosed to a party authorised to receive such data (such as a supervisory authority, investigating officer, or court) pursuant to a written obligation.

2.4 With respect to all Personal Data and instructions issued by the Controller to the Processor, the Controller guarantees that it has the necessary authority. The Controller will indemnify the Processor against any form of harm and/or third-party claims that may arise from, or be related to or based on, an assertion that the Controller was not authorised to issue certain Personal Data or a certain instruction to the Processor.

2.5 All subsidiaries, sister companies, and parent companies in the Processor’s group have the same rights and associated obligations under this Data Processing Addendum.

2.6 The Processor is entitled to charge the Controller any costs incurred in complying with the Controller’s requests under this Data Processing Addendum or applicable data protection laws and regulations.

ARTICLE 3. PROCESSING OPERATIONS AND PURPOSES

3.1 The Processor will process the Personal Data only to the extent necessary to supply the agreed Services to the Controller including improving those Services, or to fulfil a legal obligation. In case of processing connected to a legal obligation, the Processor will at the Controller’s request specify in writing what processing it will perform in connection with which legal obligation.

3.2 The Personal Data of the Controller’s customers that can be processed by the Processor on behalf of the Controller in using the Services may include one or more of the following data:

contact details (such as name, e-mail address, telephone number); delivery details (such as delivery address); product data (such as weight, dimensions of the parcel, content of the package).

3.3 The Controller warrants that the aforementioned list of categories of Personal Data is exhaustive and shall inform the Processor with undue delay of any changes necessary.

ARTICLE 4. SECURITY

4.1 The Processor and the Controller will put in place appropriate technical and organisational measures to secure the Personal Data against loss or any form of unlawful processing, including unnecessary collection, disclosure, or further processing. A description of technical and organisational measures taken by the Processor will be provided to the Controller on his request.

4.2 The Processor does not guarantee that the security measures are effective under all circumstances. The Processor will endeavour to ensure that the security measures are of a reasonable level, having regard to the state of the art, the sensitivity of the personal data, and the costs related to the security measures.

4.3 The Processor and the Controller will give their staff members and permitted Sub-Processors access to the Personal Data only to the extent necessary for the permitted processing purposes.

4.4 The Controller will only make the Personal Data available to the Processor if it is assured that the necessary security measures have been implemented.

4.5 The parties acknowledge that effective security requires frequent evaluation and regular improvement of outdated security measures. The Processor will not materially decrease the overall security of the Service during the term of the Agreement.

ARTICLE 5. SUB-PROCESSORS

5.1 The Controller hereby gives the Processor general permission to engage Sub-Processors for the processing of the Personal Data, provided that the Processor abides by the applicable requirements of the GDPR and/or other applicable privacy legislation in doing so.

5.2 The Processor shall inform the Controller on his request about which Sub-Processors are engaged by the Processor. The Processor endeavours to inform the Controller about any planned change in the used Sub-Processors, in which case the Controller has the right to object (in writing, within two weeks and supported by arguments) to the proposed change in Sub-Processors. Should the Controller object to such change, then the parties will jointly endeavour to find a reasonable solution. If the parties cannot come to a solution, then the Processor is allowed to make the planned change in the used Sub-Processors and the Controller is allowed to terminate the Agreement on the date that the Processor will actually make the change in the used Sub-Processors.

5.3 The Processor will (i) contractually oblige every Sub-Processor to comply with the same or equivalent obligations to processing as those by which the Processor is bound under this Data Processing Addendum, and (ii) remain liable to the Controller for the performance of the Data Processing Addendum by the Sub-Processors and all other acts or omissions of the Sub-Processors in connection with the processing of the Personal Data.

ARTICLE 6. PROCESSING LOCATION

6.1 The Processor will not process or allow any Sub-Processors to process Personal Data in countries outside of the European Economic Area (“EEA”) without a suitable level of protection unless appropriate guarantees are in place as required by the GDPR (such as the EU Standard Contractual Clauses or binding corporate rules).

ARTICLE 7. NOTIFICATION OBLIGATION

7.1 In the event of a personal data breach (as defined in Article 4 (12) of the GDPR), the Processor shall notify the Controller thereof without undue delay, and in any event not later than forty-eight (48) hours upon the discovery of the personal data breach, after which the Controller shall determine whether or not to inform the relevant data subjects and/or the relevant supervisory authority.

7.2 If required under applicable data protection law, the Processor shall fully cooperate in notifying the relevant data subjects and/or the relevant supervisory authority.

ARTICLE 8. HANDLING REQUESTS AND COMPLAINTS FROM DATA SUBJECTS

8.1 If a data subject sends the Processor a request to access, improve, supplement, change, or block their data, or submits a complaint to the Processor, the Processor will forward the request or complaint to the Controller, and the Controller will follow up on the request or complaint. The Processor may inform the data subject that it has done so.

8.2 At the Controller’s request and when reasonably necessary, the Processor will provide support to (i) allow data subjects access to their Personal Data, with the approval and on the instructions of the Controller, (ii) delete or correct Personal Data, (iii) show that Personal Data have been deleted or corrected if they were incorrect (or, if the Controller does not agree that the Personal Data were incorrect, record the fact that the data subject considers their Personal Data to be incorrect), and (iv) otherwise make it possible for the Controller to comply with its obligations under the GDPR or other applicable legislation in the area of processing Personal Data.

ARTICLE 9. DATA PROTECTION IMPACT ASSESSMENT

9.1 In case applicable privacy legislation requires a data protection impact assessment (as defined in Article 35 of the GDPR) to be conducted or prior consultation with a supervisory authority is deemed necessary (in accordance with Article 36 of the GDPR), before the intended processing under the Agreement may be carried out, the Processor shall provide the Controller with assistance to the extent necessary and reasonable.

ARTICLE 10. AUDIT

10.1 The Controller is entitled to arrange that a suitable external party who is acceptable to the Processor performs an audit to determine whether the Processor complies fully and correctly with this Data Processing Addendum. This party will be bound by confidentiality towards third parties.

10.2 In conducting the audit, an attempt will be made to minimise any impact on the Processor’s business operations. Audits will be performed once per year at most, unless the Controller has specific grounds for suspecting that the Processor is not complying or not complying fully with its obligations, and the Controller has communicated these suspicions in writing to the Processor, substantiated with facts. The audit will be announced at least thirty (30) days in advance.

10.3 The Processor will cooperate in the audit and will make available any information and employees that may reasonably be relevant to the audit (including supporting information such as system logs) as soon as possible.

10.4 If the audit shows that the Processor has materially failed to comply with this Data Processing Addendum, the Processor will put in place at its own expense all measures necessary to remedy any observed breach as quickly as possible.

10.5 If the audit shows that the Processor has not failed to comply with this Data Processing Addendum, the Controller will bear the costs of the audit (including the reasonable costs incurred by the Processor in cooperating with the audit).

ARTICLE 11. DURATION AND TERMINATION

11.1 This Data Processing Addendum is entered for the duration set out in the Agreement.

11.2 In the event that the provision of Services to the Controller is discontinued, the Processor will - at the choice of the Controller - and subject to Article 15 (EXIT) of these Terms and Conditions, delete or return all Personal Data to the Controller, and delete any existing copies, unless further storage of the Personal Data is required by law.

11.3 The parties may only amend this Data Processing Addendum in writing and subject to mutual consent.

DATED: 09/09/2024
Sussex Freight Services Ltd.