Terms & Conditions

Last Updated: 11 October 2023

AS OF 11/10/2023

Please read these terms & conditions (“T&C”) carefully. By agreeing to use the services of Derry Bros Customs Clearance Ltd and its affiliated entities, the Customer signifies its agreement to these terms and conditions and their application to all services provided by Derry Bros Customs Clearance Ltd. If you are acting on behalf of an entity, then you represent that you have the authority to enter into this agreement on behalf of that entity. We draw your attention to the “payment terms” and clause 6 of Annex C - General Terms – Limitation of Liability and you may wish to seek legal advice.


Agreement for Services
Please find below details of the terms and conditions under which (“Derry Bros Customs Clearance Ltd”) will provide customs declaration services of the kind detailed at Annex B (the “Services”) to the Client (the “Agreement”). The Annexes referred to by this Agreement form part of this Agreement and shall have effect as if set out in the body of this Agreement.


The services to be provided by Derry Bros Customs Clearance LTD
DERRY BROS CUSTOMS CLEARANCE Ltd will provide the Services to the Client with reasonable skill and care and in accordance with generally accepted standards of the Customs brokerage industry. Under this Agreement, DERRY BROS CUSTOMS CLEARANCE LTD will act as the Client’s agent in providing the Services, on a direct basis or indirect basis, in order to facilitate the Client’s declarations for import and export.

DERRY BROS CUSTOMS CLEARANCE LTD shall take all reasonable steps to provide the Services in accordance with the instructions of the Client, save that should DERRY BROS CUSTOMS CLEARANCE LTD reasonably consider that it is in the interest of the Client to depart from those instructions, DERRY BROS CUSTOMS CLEARANCE LTD shall have authority to do so and DERRY BROS CUSTOMS CLEARANCE LTD will be fully indemnified by the Client for so doing.


Commencement Date
This performance of the Services will commence on (the “Commencement Date”).

If additional or separate services are performed further to the above, these will only be provided by DERRY BROS CUSTOMS CLEARANCE LTD at the specific and separate instruction of the Client.


Basis of Contract
As and when the Client requests Services, it will be deemed to have placed an order subject to the terms and conditions of this Agreement (the “Order”). The Order constitutes an offer by the Client to purchase the Services detailed in the Order in accordance with this Agreement. The Order shall only be deemed to be accepted when DERRY BROS CUSTOMS CLEARANCE LTD issues written acceptance of the Order or takes steps to perform the Services in respect of the Order.

Once signed by the Client, this Agreement applies to the performance of all the Services by DERRY BROS CUSTOMS CLEARANCE LTD to the exclusion of any other terms and conditions that the Client may seek to impose or incorporate into this Agreement whether at the time of placing Orders or otherwise, or which are implied by law, trade custom, practice or course of dealing.


Service-Level Agreement
Annex A sets out the conditions for performance of the Services. In relation to each trade flow, it details the documentation to be provided by the Client, the timing of the provision of that information and the subsequent requirements for the declarations to be prepared by DERRY BROS CUSTOMS CLEARANCE LTD on the Client’s behalf.


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ANNEX A 
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Standing Instructions
Where appropriate, the Client will provide DERRY BROS CUSTOMS CLEARANCE LTD with all necessary written Standing Instructions and comply with the Data Requirements set out in Annex B in relation to the preparation of its export and import declarations in order for DERRY BROS CUSTOMS CLEARANCE LTD to provide the Services. These should include details concerning the customs classification, origin and value of the goods to which those declarations relate and will automatically apply to all Orders unless at the time of placing the Order the Client expressly states to the contrary.

In particular, the instruction should also supply details of any specific customs formalities that apply and any additional information, (such as box 44 data) that should be declared to HM Revenue & Customs or any similar or equivalent customs authority in any other relevant jurisdiction.

Any errors or omissions in the Standing Instructions/Data requirements should be reported in writing to DERRY BROS CUSTOMS CLEARANCE LTD by the Client as soon as possible on discovery of the same. DERRY BROS CUSTOMS CLEARANCE LTD shall not be responsible for any errors or omissions in the Standing Instructions/Data requirements unless the same is reported on their discovery by the Client.


Fees
The Client will pay DERRY BROS CUSTOMS CLEARANCE LTD a fixed cost per export and import, as detailed in Annex B to this Agreement (the “Fees”).
The Fees are exclusive of VAT.

Where any taxable supply for VAT purposes is made under this Agreement by DERRY BROS CUSTOMS CLEARANCE LTD to the Client, the Client shall, on receipt of a valid VAT invoice from DERRY BROS CUSTOMS CLEARANCE LTD, pay to DERRY BROS CUSTOMS CLEARANCE LTD such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

An additional currency conversion charge of £50 will be charged where payment is received in a currency that differs to the currency invoiced.


Payment Terms
The Customer shall pay to the Company all sums when due, immediately and without deduction, reduction or deferment on account of any claim, counterclaim or set-off.

Terms of payment for Services rendered shall be immediate unless otherwise explicitly is agreed upon with the Customer in writing.

The Customer shall raise any query on an invoice within 7 days of the receipt of the invoice. After the expiry of this 7-day period the Customer shall not be entitled to raise any query of a particular invoice and it is mutually accepted by the Customer and the Company that the invoice is agreed. If there is any disagreement between the Customer and the Company as to the date of the receipt by the Customer of the invoice, the receipt shall in all cases be considered to be received by the Customer on the date of sending marked on the face of the invoice.

The Company will issue a monthly statement to Customers where appropriate and such statement must be reconciled by the Customer on a monthly basis with any requests for copy invoices to be made to the Company within 7 days of receipt of the monthly statement.

The Company may enter into a credit agreement with the Customer. Any Customer wishing to enter into a credit agreement is required to complete and sign the Company’s credit application form.

The individual signing the Credit Application Form on behalf of an individual or on behalf of a corporate entity will be bound by these terms and conditions and the terms and conditions of the Credit Application Form and will be taken as accepting personal liability for all and any sums due and owing by that customer to the company.

Further payment terms are detailed in DERRY BROS CUSTOMS CLEARANCE LTD’s general terms provided in Annex C.


Liability to Additional Costs
In addition to the Fees, the Client will be liable for, and shall reimburse DERRY BROS CUSTOMS CLEARANCE LTD for any and all additional third-party fees, costs and expenses, including port fees and demurrage costs, SPS controls, penalties, interest and fines and any other payment associated with or incurred by DERRY BROS CUSTOMS CLEARANCE LTD in connection with the performance of the Services. DERRY BROS CUSTOMS CLEARANCE LTD will charge an administrative fee of £20.00 exclusive of vat per invoice raised for reimbursement of these costs, effective from the date of commencement of these terms.

In consideration of DERRY BROS CUSTOMS CLEARANCE LTD giving an undertaking in respect of a Community Transit operation (including Union Transit and Common Transit) upon instructions from the Client, the Client hereby indemnifies DERRY BROS CUSTOMS CLEARANCE LTD in respect of all and every liability which may be imposed upon DERRY BROS CUSTOMS CLEARANCE LTD in respect of the said transit operation, and the Client shall undertake to make payment to DERRY BROS CUSTOMS CLEARANCE LTD forthwith and reimburse DERRY BROS CUSTOMS CLEARANCE LTD in respect of any expenses incurred by DERRY BROS CUSTOMS CLEARANCE LTD by way of duties, taxes, levies and any other charges whatsoever for which DERRY BROS CUSTOMS CLEARANCE LTD may become liable as a result of giving such an undertaking on behalf of the client.


DERRY BROS CUSTOMS CLEARANCE LTD reserves the right, in its absolute discretion, to require all such third-party fees costs and expenses to be paid in advance of the Services being performed and/or prior to the release of any shipment imported by the Client. If the Client fails to advance any funds as requested, DERRY BROS CUSTOMS CLEARANCE LTD shall have no obligation with respect to rendering the Services for which the advance funds have been requested.
Further payment terms are detailed in DERRY BROS CUSTOMS CLEARANCE LTD’s general terms provided in Annex C.


Duration and Termination
This Agreement shall commence on the Commencement Date and shall continue, unless terminated earlier in accordance with its terms, until either party gives to the other party 3 months’ written notice to terminate, expiring on or after the first anniversary of the Commencement Date.
In addition to any other termination rights set out in this Agreement (including Annex C), either party may terminate this Agreement by written notice to the other at any time if:

• The other party commits a material breach of this Agreement and, in the case of a material breach capable of remedy, it fails to remedy the breach within 30 days of being required to do so in writing.

• The other party becomes insolvent, or has a liquidator, receiver, manager or administrative receiver appointed.

DERRY BROS CUSTOMS CLEARANCE LTD may terminate this Agreement or suspend the performance of the Services by written notice to the Client at any time if the Client fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 5 days after being notified in writing to make such payment.

On termination or expiry of this Agreement the Client shall immediately pay to DERRY BROS CUSTOMS CLEARANCE LTD all of DERRY BROS CUSTOMS CLEARANCE LTD’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, DERRY BROS CUSTOMS CLEARANCE LTD shall submit an invoice, which shall be payable by the Client immediately on receipt.

Termination or expiry of this Agreement shall not affect any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.


Confidentiality
Each party shall keep secret and confidential all confidential information belonging to the other party and shall not use nor disclose the same save for the purposes of the proper performance of this Agreement, or with the prior written consent of the other party, or as required by law. DERRY BROS CUSTOMS CLEARANCE LTD further agrees to keep secret and confidential all confidential information belonging to the Client’s customers and shall not use nor disclose the same save for the purposes of the proper performance of this agreement or with the prior written consent of the Client and its customers.


Confidential information for these purposes is defined as meaning any confidential information concerning the business, affairs, customers, clients or suppliers of the other party and includes all information identified confidential by the Client relating to the Client and/or its customers, which is disclosed in oral, written, graphic or machine recognisable format to DERRY BROS CUSTOMS CLEARANCE LTD.


Each party will limit the dissemination of confidential information to only those employees who need to know it for the purposes of this Agreement.
We may share records and exchange data about you with other companies in our group (including the nature of your transactions). We will only do this where we have a lawful basis for doing so, for example, fulfilment of a contract or legitimate interests.


Please note that we will retain any credit card details you provide us with for the purposes of services provided until that service has been paid for in full in cleared funds (to include payment in cleared funds for any additional payments that may arise due to an amendment to such service).


Autocharge Service
Autocharge is a secure card storage solution, which enables DERRY BROS CUSTOMS CLEARANCE LTD to store and reuse customer card details for a fixed or variable amount that does not occur on a scheduled or regularly occurring transaction date, known as Unscheduled Credential on File UCOF). Under these terms, the Client as a cardholder provides consent via the initial Cardholder Initiated Transaction (CIT) for DERRY BROS CUSTOMS CLEARANCE LTD to initiate one or more future transactions which are not initiated by the cardholder, known as Merchant Initiated Transactions (MIT). The Client’s card data is stored securely by our Merchant Services provider on their servers. This enables DERRY BROS CUSTOMS CLEARANCE LTD to offer you a more seamless and secure service and means our staff don’t have visibility of the Client’s card numbers, ensuring full PCI and GDPR compliance.

When instructed by the Client, DERRY BROS CUSTOMS CLEARANCE LTD will use the Autocharge plan to apply a new charge to the Client’s card and this will be immediately communicated to the Client via email and SMS each time a charge is made.

DERRY BROS CUSTOMS CLEARANCE LTD will retain a record of the Client’s agreement for the duration of this plan so that it can be provided to the issuer upon request. DERRY BROS CUSTOMS CLEARANCE LTD will notify the Client in the event of any change to this agreement. If the Client cancels the Autocharge plan, both parties will be notified by Email and/or SMS.


Cardholder Initiated Transaction
DERRY BROS CUSTOMS CLEARANCE LTD will send the Client a payment request message (via email and/or SMS) for the required amount. The first payment can only be made once the Client checks the Autocharge box. In doing so the Client is accepting these Terms and Conditions.


Upon completion of the first Autocharge payment the Client will receive a receipt confirming the amount which has been charged, the purpose of the payment and mandatory reference data, should the Client need to query the payment.


The Autocharge receipt contains the link to a page which enables the Client to update or revoke their ongoing authority for future payments. The Client can withdraw their authority at any time using this link, which will send a notification email to the Merchant to let them know that the Client has withdrawn consent and an email to the Client confirming its withdrawal.


Should the Client wish to query a charge or ask DERRY BROS CUSTOMS CLEARANCE LTD to remove their authority to charge your card, the Client can contact DERRY BROS CUSTOMS CLEARANCE LTD on +44 (0) 2887784949 or email accounts@derrybroscc.com.


Merchant Initiated Transactions
When the Client contacts DERRY BROS CUSTOMS CLEARANCE LTD to request additional service, DERRY BROS CUSTOMS CLEARANCE LTD will access the Client’s Autocharge record and apply a new charge to their card. The Client will receive an email or SMS receipt to inform them that this new charge has been applied.


The payment receipt email or SMS will contain a link to view details of each transaction and give the Client the option to update their card details and if required, to revoke their authorisation for future payment.


Non-Solicitation
The Client shall not, during this Agreement and for a period of 12 months after its termination or expiry (except with the prior written consent of DERRY BROS CUSTOMS CLEARANCE LTD) directly or indirectly solicit or entice away (or attempt to solicit or entice away) from the employment of DERRY BROS CUSTOMS CLEARANCE LTD, any employee of DERRY BROS CUSTOMS CLEARANCE LTD who.
assisted in any way with performance of the Services to the Client. The Client shall not be in breach of this requirement as a result of running a national advertising campaign not specifically targeted at any of the staff of DERRY BROS CUSTOMS CLEARANCE LTD.

If the Client commits any breach of the commitment above, it will, without prejudice to any other rights or remedies of DERRY BROS CUSTOMS CLEARANCE LTD, on demand, pay to DERRY BROS CUSTOMS CLEARANCE LTD a sum equal to one year's basic salary plus the recruitment costs incurred by DERRY BROS CUSTOMS CLEARANCE LTD in replacing such person.


Warranties
The Client warrants that:

• it is the importer, exporter, logistics provider, Customs broker or owner of the goods for which it has retained DERRY BROS CUSTOMS CLEARANCE LTD;
• it has full power and authority to retain, appoint and instruct DERRY BROS CUSTOMS CLEARANCE LTD to provide the Services for the goods in question.


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ANNEX B
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Schedule of EX-T Services Data Requirements

Delivery
All communication will be by email to a dedicated email address provided by DERRY BROS
CUSTOMS CLEARANCE LTD. 

Declaration Data
The following key information will be required for each shipment:

• The name, address and EORI number of the: 
o The exporter (consignor).
o The customer (consignee).

• Intermediary that submits the declaration, i.e. Derry Bros Customs Clearance LTD. 

• Details concerning the transport of the goods:
o Mode of transport and, in particular, the vehicle or trailer registration number used to cross the UK/EU frontier.
o Nationality of transport.      
o The name, address and EORI number of the transporter. Information in relation to the goods:
o Value and currency.     
o Customs classification code (ten-digit number based on UK Tariff). Country of origin.

The Client will provide copies of the relevant CMR, invoice and packing list in advance of each shipment.

DERRY BROS CUSTOMS CLEARANCE LTD will require this data in order to be able to report all of the Client’s shipments. The Client acknowledges that it must provide the necessary information in a timely manner to ensure that declarations are made on time.


Controlled Goods
The Client acknowledges that it must provide details of any controlled goods that, for example, are subject to export control measures and that might require export licences, health certificates, etc. The Client is at all times responsible for securing the necessary licences and permits for such goods.


Port Inspections
The Client acknowledges that it must provide details of any controlled goods that, for example, are subject to export control measures and that might require export licences, health certificates, etc. The Client is at all times responsible for securing the necessary licences and permits for such goods.


HM Revenue & Customs and Border Force – Inadequate Preparation
Although the departure of the United Kingdom from the customs union of the European Union has been a known factor, the ongoing delays in the process have led to poor planning within HM Revenue & Customs, the Border Force, and similar/equivalent customs authorities in certain other relevant jurisdictions. In particular, the infrastructure to allow export control is incomplete. The Client recognises that these official failures may impact on DERRY BROS CUSTOMS CLEARANCE LTD’s ability to facilitate the Client’s exports and perform the Services. DERRY BROS CUSTOMS CLEARANCE LTD shall not be deemed to be in breach of this Agreement if its failure to perform is directly or indirectly due to the acts or omissions of HM Revenue & Customs or the Border Force or indeed the acts or omissions of any similar or equivalent customs authority in any other relevant jurisdiction.


Import and Export Service
DERRY BROS CUSTOMS CLEARANCE LTD is able to assist with the following:

• Work with the Client to ensure that it is able to easily report the information necessary for DERRY BROS CUSTOMS CLEARANCE LTD to make the Client’s declarations under Export. In particular, provide a pre-formatted Excel Shipment Report that includes most of the information that will be required to report each shipment. Generally, for those organisations that currently prepare Intrastat reports, DERRY BROS CUSTOMS CLEARANCE LTD can enhance this information in order to meet the export reporting requirement. It should be noted that the Client is required to provide the data that they use, e.g., tariff classifications.

• Audit the Client’s exports on an ongoing basis to ensure that the Client is fully compliant, e.g., that the customs classifications are correct, the value for duty is right and that other data elements are appropriate.


Transit Service
DERRY BROS CUSTOMS CLEARANCE LTD is able to assist with the following:

• Working with the Client to ensure that it is able to easily report the information necessary for DERRY BROS CUSTOMS CLEARANCE LTD to make the Client’s declarations under transit.


Additional Assistance
In addition to the above, where necessary and at the Client’s separate instruction DERRY BROS CUSTOMS CLEARANCE LTD can:

• Manage any UK (including Northern Ireland) and ROI imports.

• In the event that duty is payable on the Client’s goods, DERRY BROS CUSTOMS CLEARANCE LTD can work with the Client to obtain a duty deferment account. Alternatively, for a fee DERRY BROS CUSTOMS CLEARANCE LTD may allow the Client to make use of its deferment account. 

• Provide customs duty consulting services in order to correctly determine the:
o Tariff classification of the Client’s goods.
o Origin of the Client’s goods, in particular in the event of preferential trade under a free trade agreement.
o Correct customs duty and VAT values for the Client’s goods. Suitability of duty reliefs, tariff suspensions, etc.
o Need for import/export licensing.


Fees
DERRY BROS CUSTOMS CLEARANCE LTD’s fees are based on a straightforward model: 

• It will charge for the declarations that it submits on the Client’s behalf.
• The fees will be fixed but will depend on the value of each consignment and the number of different types of goods the Client ships in each consignment.
• These Fees shall remain fixed until the first anniversary of this Agreement following which DERRY BROS CUSTOMS CLEARANCE LTD reserves the right to change the Fees as it considers appropriate from time to time.

1. Specifically in relation to consulting services.
• DERRY BROS CUSTOMS CLEARANCE LTD charges for these Services on an hourly basis. The rates charged are £250.00 per hour.
• Client will be liable for the travel and, if necessary, the accommodation costs that DERRY BROS CUSTOMS CLEARANCE LTD incurs in order to provide these Services.
• Travel by car will be charged at a rate of £0.50 per mile.

DERRY BROS CUSTOMS CLEARANCE LTD operates with associated and/or subsidiary companies. Any debt due to DERRY BROS CUSTOMS CLEARANCE LTD and/or any of its associated or subsidiary businesses may for the purposes of debt recovery be treated as a single debt. Similarly, DERRY BROS CUSTOMS CLEARANCE LTD will have the right to set off any monies owed to the Client by DERRY BROS CUSTOMS CLEARANCE LTD or its associated or subsidiary companies against the debts due to DERRY BROS CUSTOMS CLEARANCE LTD.


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Annex C - General Terms
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1. Introduction
1. These general terms (the “Terms”) apply to all Services provided by DERRY BROS CUSTOMS CLEARANCE LTD to the Client unless otherwise explicitly agreed in writing by DERRY BROS CUSTOMS CLEARANCE LTD.


2. Services Provided by DERRY BROS CUSTOMS CLEARANCE LTD
1. The full suite of Services which the Client shall have the right to request from DERRY BROS CUSTOMS CLEARANCE LTD (the “Services”) are listed separately in Annex B.

2. DERRY BROS CUSTOMS CLEARANCE LTD shall at all times provide the Services in a timely and professional manner and in compliance with all applicable laws and regulations and the terms of the Agreement.

3. DERRY BROS CUSTOMS CLEARANCE LTD shall have the right, whilst carrying out a Service, to perform such actions and work deemed necessary by DERRY BROS CUSTOMS CLEARANCE LTD in order to fulfil its commitment in respect of any Order and charge the Client for any related Fees, costs and expenses incurred in doing so. This will be in addition to the Fee for that Service set out in Annex B.

4. Derry Bros Customs Clearance LTD has been appointed to act as a direct customs agent on behalf of clients. We have the power to appoint sub-agents according to such appointment.


3. DERRY BROS CUSTOMS CLEARANCE LTD’s Obligations
1. The Client agrees that it has an obligation to provide the information required by DERRY BROS CUSTOMS CLEARANCE LTD in order for DERRY BROS CUSTOMS CLEARANCE LTD to perform the Services. The Client will provide this information in a timely manner and DERRY BROS CUSTOMS CLEARANCE LTD will rely on it as accurate and correct in all respects in the course of providing the Services.

2. The Client is responsible for the accuracy and timeliness of all information provided to DERRY BROS CUSTOMS CLEARANCE LTD, even when the information originates from a third party. The timing of the provision of the required data will be agreed between the parties in writing absent which, will at all times be provided by the Client promptly.

3. The Client is liable for all taxes, interest, penalties, and other fees as may be assessed by the authorities in the United Kingdom for non-compliance, omissions, errors and audits.

4. DERRY BROS CUSTOMS CLEARANCE LTD shall not act as a record-keeping agent for the Client. DERRY BROS CUSTOMS CLEARANCE LTD will only keep such records that DERRY BROS CUSTOMS CLEARANCE LTD is required to maintain by law pertaining to the business of DERRY BROS CUSTOMS CLEARANCE LTD.

5. The Client shall promptly review the results of the Services performed by DERRY BROS CUSTOMS CLEARANCE LTD and without undue delay (no more than twelve-months after performance of the relevant Order), inform DERRY BROS CUSTOMS CLEARANCE LTD in writing of any claim it may have in relation to that Order following which time the Client will be deemed to have accepted DERRY BROS CUSTOMS CLEARANCE LTD’s performance of the Services in full.

6. The Client shall immediately inform DERRY BROS CUSTOMS CLEARANCE LTD of any reduction of the Client’s credit rating during the term of this Agreement. In such event, Client shall, at the request of DERRY BROS CUSTOMS CLEARANCE LTD, offer adequate securities for its commitments under this Agreement. If no such securities are offered or those offered are deemed inadequate by DERRY BROS CUSTOMS CLEARANCE LTD, DERRY BROS CUSTOMS CLEARANCE LTD shall have the right to suspend or terminate further performance of Services until adequate securities have been offered or immediately terminate this Agreement without incurring any liability of any kind to the Client for doing so.


4. EX-T Fees and Settlement
a. DERRY BROS CUSTOMS CLEARANCE LTD shall upon late payment by client be entitled to interest on the sum overdue from the due date until full payment has been made. The interest rate shall be calculated in accordance with the Late Payment of Commercial Debt (Interest) Act 1998.

b. DERRY BROS CUSTOMS CLEARANCE LTD shall have the right to suspend further provision of the Services if the Client is in default of payment and to request security for payment of further provision of the Services.

c. In the course of its work, if DERRY BROS CUSTOMS CLEARANCE LTD pays taxes and/or any other third-party fees, costs or expenses on behalf of the Client, the Client shall pay such amount to DERRY BROS CUSTOMS CLEARANCE LTD prior to DERRY BROS CUSTOMS
CLEARANCE LTD being required to pay such charges.


5. Delay
a. DERRY BROS CUSTOMS CLEARANCE LTD will use reasonable endeavors to meet any performance dates specified in an Order, but any such dates shall be estimates only and time shall not be of the essence for performance of an Order.

b. If DERRY BROS CUSTOMS CLEARANCE LTD’s performance of any of its obligations under the Agreement is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (“Client Default”):

i. without limiting or affecting any other right or remedy available to it, DERRY BROS CUSTOMS CLEARANCE LTD shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays DERRY BROS CUSTOMS CLEARANCE LTD’s performance of any of its obligations;

ii. DERRY BROS CUSTOMS CLEARANCE LTD shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from DERRY BROS CUSTOMS CLEARANCE LTD’s failure or delay to perform any of its obligations; and

iii. the Client shall reimburse DERRY BROS CUSTOMS CLEARANCE LTD on written demand for any costs or losses sustained or incurred by DERRY BROS CUSTOMS CLEARANCE LTD arising directly or indirectly from the Client Default to a sum of £80.00 per billable hour, this will be charged in fifteen-minute increments.


6. Limitation of Liability
1. 1. Except as specifically set forth in these Terms, DERRY BROS CUSTOMS CLEARANCE LTD makes no express or implied warranties in connection with its provision of the Services or those of any third party.

2. References to liability in this clause 6 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

3. Nothing in this clause 6 shall limit the Client’s payment obligations under the Agreement.

4. Nothing in the Agreement limits any liability which cannot legally be limited, including but not limited to liability for:

a. death or personal injury caused by negligence. 
b. fraud or fraudulent misrepresentation; and
c. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

5. Subject to clause 6.4, DERRY BROS CUSTOMS CLEARANCE LTD’s total liability to the Client for all loss or damage shall not exceed the Fees payable for the Services which are the subject of the claim.

6. In no event shall DERRY BROS CUSTOMS CLEARANCE LTD be liable or responsible for: 

a. consequential, indirect or incidental loss;
b. loss of profit;
c. loss of sales, business or goods; 
d. loss of anticipated savings;
e. loss of or damage to goodwill or reputation;
f. duties, fines, penalties, interest or other levies imposed by Customs or other Government Departments with respect to the goods imported or to be imported, or exported or to be exported, by the Client;
g. action taken or fines or penalties assessed by any UK Governmental agency because of the failure by the Client to comply with the law or the requirements or regulations of any UK Governmental agency or with a notification issued to the Client by any such agency.

7. DERRY BROS CUSTOMS CLEARANCE LTD shall under no circumstances be held liable in relation to a claim made by the Client unless the claim is made in writing within twelve-months after the Service to which the claim relates to has been carried out by DERRY BROS CUSTOMS CLEARANCE LTD.

8. DERRY BROS CUSTOMS CLEARANCE LTD and client acknowledge that the limitations of liability set out herein reflect an informed, voluntary allocation between DERRY BROS CUSTOMS CLEARANCE LTD and the Client of the risks (known or unknown) that may exist in connection with DERRY BROS CUSTOMS CLEARANCE LTD’s provision of the Services.


7. Indemnification
1. The Client agrees to indemnify upon demand and hold DERRY BROS CUSTOMS CLEARANCE LTD harmless against any and all actions, causes of action, liability, loss, damages, costs (including work), claims, penalties, fines and/or expenses or demands of any nature whatsoever, including but not limited to reasonable legal and other professional fees, which DERRY BROS CUSTOMS CLEARANCE LTD may incur, suffer or be required to pay arising from:

a. inaccuracies, mistakes or omissions in the information and documentation provided to DERRY BROS CUSTOMS CLEARANCE LTD by the Client;
b. the Client’s, its agent’s or representative’s conduct which violates any applicable laws or regulations;
c. any claim made against DERRY BROS CUSTOMS CLEARANCE LTD by a third party arising out of or in connection with the provision of the Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of this Agreement by the Client, its employees, agents or subcontractors;
d. any claim made against DERRY BROS CUSTOMS CLEARANCE LTD by a third party for death, personal injury or damage to property arising out of or in connection with the goods in respect of which the Services are provided.


8. Force Majeure
1. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

2. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

3. For the avoidance of any doubt circumstances or causes beyond DERRY BROS CUSTOMS CLEARANCE LTD’s control include, but are not limited to any delay in performing, or failure to perform directly caused by or contributed to by or arising from the use or operation, as a means for inflicting harm or otherwise, of any computer, computer system, computer software programme, malicious code, computer virus or process or any electronic system.

4. DERRY BROS CUSTOMS CLEARANCE LTD shall further not be liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from any system failures of computer, computer systems, computer software programmes or processes or any other electronic system failure including where such failures arise within HM Revenue & Customs or any similar or equivalent customs authority in any other relevant jurisdiction.


9. Impact of UK Leaving the Customs Union of the EU
1. The Client accepts that DERRY BROS CUSTOMS CLEARANCE LTD shall not be held liable for loss, damage, costs, delay or monetary losses of any type in relation to any non-performance on its behalf caused by the UK leaving the customs union of the EU that is beyond DERRY BROS CUSTOMS CLEARANCE LTD’s reasonable control, without it affecting the Client’s payment obligations towards DERRY BROS CUSTOMS CLEARANCE LTD.


10. Modification of Terms
1. These Terms may be amended by DERRY BROS CUSTOMS CLEARANCE LTD at any time following the first anniversary of the Commencement Date.

2. Such amendments shall be notified to the Client not later than three months prior to their entry into force.


11. Dispute Resolution
1. Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall in the first instance be solved by discussions held in good faith and in line with the overall good spirit of this Agreement between the parties.

2. Where the dispute cannot be settled within two weeks by discussions held between the parties, it shall be solved by mediation in accordance with the Mediation Service of the Law Society of Northern Ireland.

3. Where the dispute cannot be settled by either discussion between the parties or mediation, either party may instigate such proceedings as it considers necessary to resolve the matter.


12. Miscellaneous Matters
1. The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

2. Each party acknowledges that in entering into the Agreement it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement.

3. Nothing in this clause shall limit or exclude any liability for fraud.

4. A waiver of any right or remedy under the Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

5. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.

6. Unless it expressly states otherwise, the Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

7. The rights of the parties to rescind or vary the Agreement are not subject to the consent of any other person.


13. Governing Law and Jurisdiction
1. The Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of Northern Ireland.

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