1.1. Company details. SAMOS E-COMMERCE LTD., a company incorporated and registered in England and Wales with company number 11290535 whose registered office is at Hampton House, High Street, East Grinstead, West Sussex, United Kingdom, RH19 3AW ("we" or "us").
1.2. Our website. We operate a logistics platform (the "Platform") and a website at https://samos-e.com/ which enables customers to track their Goods. Please see our website Terms and Conditions at https://samos-e.com/terms-and-conditions.
1.3. Contacting us. To contact us please [telephone our customer service team at [+44 (0) 20 3475 9330] or e-mail [firstname.lastname@example.org]. Details on how to give us formal notice of any matter under the Contract is set out in clause 28.
2.1. Our contract. These terms and conditions (the "Service Terms") and the Service Form apply to the order by you and supply of Services (as defined below) by us to you ("Contract").
2.2. Entire agreement.
2.3. Your copy. You should print a copy of these Service Terms or save them to your computer for future reference.
"Applicable Laws" means all applicable laws, statutes, regulations and codes in England and Wales and in the Territory from time to time in force;
"Business Day" means a day, other than Saturday and Sunday, when banks in London are open for business;
"Client Premises" means any such location for Collection of the Goods as may be set out in the Service Form;
"Customs Duty Retainer" means an amount set out in in the Service Form to be prepaid by the Client in accordance with clause 13.2 of the Contract;
"Collection" and "Collect" means collection of the Goods from the Client Premises for the purposes of Delivery;
"COD Amount" means any amount, subject to clause 9 of the Contract which the Company may be required to Deliver to the Client at such times and in such currency as may be specified in the Service Terms;
"COD Service" means the collection of cash from the receiver of Goods to the Client;
"COD Service Terms" means the terms of the COD Service, as may be applicable to the Contract from time to time and attached as Appendix 2 to the Service Form;
"Delivery" and "Deliver" means delivery of the Goods and/or the COD Amounts (if applicable) in accordance with the Contract;
"Delivery Location" means any location for Delivery of the Goods in the Territory as set out in each Shipping Label;
"Shipping Label" means a label securely affixed to each package with the relevant Goods setting out: the contents; name, address and telephone number of the recipient of such Goods; and any other material information;
"Data Protection Legislation" means all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including, without limitation (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation, as well as (ii) the General Data Protection Regulation ((EU) 2016/679); (iii) any other directly applicable European Union regulation relating to data protection and privacy (for so long as and to the extent that the law of the European Union has legal effect in the UK); and (iv) any data protection laws applicable in the Territory;
"Goods" means the goods to be Collected and Delivered in accordance with the Contract;
"IPRs" means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
"Minimum Quantity" means the minimum quantities of the Goods in respect of each Delivery consignment as specified in the Service Form;
"Prohibited Goods" means, including but not limited to, ammunition, clinical and medical waste, infectious substances, controlled drugs and narcotics, environmental waste, weapons, unlawful images, explosives, any items delivery of which is prohibited under the Applicable Laws;
"Restricted Goods" means, including but not limited to, liquid components, aerosols, batteries, flammable liquids, gases, magnetised materials, oxidising materials, toxic materials;
"Rates" has the meaning given to it in 17.1 of the Contract;
"Rates Card" means the list of Rates payable by the Client for the Services, attached as Appendix 1 to the Service Form;
"Services" means the delivery of the Goods to destinations across the Territory and, if applicable, the COD Service, as more particularly described in the Service Form;
"Service Form" means the form, together with the Rates Card, setting out the specific terms of the Contract, signed by the Company and the Client;
"Service Specification" means the description or specification for the Services set out in the Service Form; and
"Territory" has the meaning given to it in the Service Form.
3.1. Language. These Service Terms and the Contract are made only in the English language.
4.1. We shall, during the term of the Contract, provide the Services in accordance with the Service Specification in all material respects and subject to the terms of the Contract.
4.2. We reserve the right to:
4.3. We warrant to you that the Services will be provided using reasonable care and skill.
During the term of the Contract we shall:
6.1. In respect of the obligation set out in clause 8.2.4, the Client acknowledges and confirms that time for performance shall be of the essence.
6.2. You may not, without our agreement in writing, materially vary or revoke your instructions in respect of Collection and Delivery.
6.3. We reserve the right to make pro rata adjustments to our Rates in the event if the quantity of Goods made available for Collection at any one time is 15% less than the Minimum Quantity;
6.4. Delivery of the Goods shall be completed upon either:
6.5. Any dates quoted for delivery of the Goods are approximate only, and the time of Delivery is not of the essence. We shall not be liable for any delay in Delivery of the Goods that is caused by:
6.6. We reserve the right to reject Collection and Delivery of Restricted Goods. If we agree to Collect and Deliver any Restricted Goods we shall agree in writing.
The Company may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.
8.1. Not later than the first Business Day of each month, you shall notify us in writing of the forecast of the quantities of the Goods that you expect us to Collect and Deliver during the next month.
8.2. It is your responsibility to ensure that:
8.3. If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 8 ("Your Default"):
8.4. You shall indemnify us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by us arising out of or in connection with your failure to comply with your obligations under this clause 8 and clause 12.1.
9.1. From time to time and subject to (i) the terms of the Contract; and (ii) the COD Service Terms (if applicable), we may provide the COD Service to the Client.
9.2. We shall:
9.3. You shall:
9.4. The fee for the COD Service shall be 8% of each total COD Amount collected on your behalf (the "COD Fee").
9.5. We reserve the right to apply such exchange rate as we may deem appropriate to convert the COD Amount to your preferred currency in accordance with clause 9.3.2 above.
9.6. We will notify you in writing in the event if the requested by you COD Amount is over the limit permitted for transportation.
9.7. The Client acknowledges and confirms that the Company:
10.1. Each party shall at its own expense comply with all applicable laws and regulations relating to its activities under this Contract, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals.
10.2. Unless otherwise agreed in writing, the Client shall be responsible for:
Each party shall comply with all Applicable Laws, statutes, regulations relating to anti-bribery and anti-corruption in the United Kingdom and in the Territory.
12.1. Shipments must comply with this clause 12:
12.2. In the event of a failure to Deliver your items or if it transpires at our premises upon inspection that your Goods are not in compliance with this clause 12, we will store them in one of our local premises (which may be in a different premises) and will notify you as soon as reasonably practicable. We reserve the right to charge you a reasonably calculated daily fee for the storage of such Goods.
13.1. When customs clearance is required as part of Delivery, you:
13.2. From time to time we may require you to make a payment on account in the amount equal to the Customs Duty Retainer. In the event that the Customs Duty Retainer is reduced below an amount equal to 50%, we shall inform you in writing and you shall promptly pay any such amount to restore the amount of the Customs Duty Retainer.
At all times the Client retains the title and risk to the Goods until the Delivery, when the title passes to the customers.
You shall provide us, our employees, agents, consultants and subcontractors, with access to the Client Premises as we may reasonably require for the purpose, including but not limited to, the Collection.
16.1. In respect of clause 8.2.11 of the Contract, we hereby reserve the right to:
16.2. If you ship any liquids over the limit, or other items that are not acceptable for air transport, as may be specified in the Contract or on our Platform, to either domestic or international destinations such items may be diverted to road transport which may result in delay and/or failure to Deliver any such Goods.
17.1. In consideration of us providing the Services you must pay our rates specified in the Rates Card ("Rates") in accordance with this clause 17.
17.2. In the event of any circumstance arising in accordance with clause 8.3, we shall have the right to vary the Rates and shall notify you in writing as soon as reasonably practicable.
17.3. All payments must be made to our bank account notified to you in writing.
17.4. Our Rates are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Rates.
17.5. Any VAT due will be added to the amount set out in each relevant invoice.
17.6. If we are required to pay any duties, penalties, expenses, taxes or levies on your behalf, we shall charge you for any such amounts by adding them to your invoice. We may charge you a reasonable fee for handling payments in accordance with this clause 17.6 in which case we will notify you in advance in writing.
17.7. If you wish to change the scope of the Services after we accept your order, and we agree to such change, we will modify the Rates accordingly.
17.8. Without prejudice to any other right or remedy that we may have, if you fail to pay us any sum due under the Contact on the due date:
18.1. We will send you (by email) an electronic invoice weekly.
18.2. We will set up an account for you for the duration of the Contract. Unless you have been requested to make a pre-payment of (i) the Customs Duty; or (ii) any other amount as may be communicated to you in writing, all payments are due within 7 days from the date of the relevant invoice.
18.3. In the event if we request a prepayment from you in accordance with clause 13.2 or 18.2 above, you shall pay any such amount within  Business Days from the date of such request.
18.4. All amounts due under the Contract must be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
19.1. In relation to the Platform, we and our licensors shall retain ownership of all IPRs in the Platform.
19.2. Except as expressly stated herein, the Contract does not grant the you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Platform.
20.1. We will use any personal information you provide to us to provide the Services.
20.2. Further details of how we will process personal information are set out in [https://samos-e.com/privacy-and-cookie-policy].
20.3. We will both comply with all applicable requirements of the Data Protection Legislation. This clause 19 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.
20.4. You acknowledge that for the purposes of the Data Protection Legislation, you are the data controller and we are the data processor (where personal data, Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
20.5. The Company may authorise a third party to process the personal data provided that the third party's contract:
20.6. Without prejudice to the generality of clause 20.3, you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to us for the duration and purposes of the Contract.
20.7. You consent to the appointment of any third party as a third-party processor of personal data under the Contract.
20.8. You shall indemnify and keep us indemnified against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to data subjects, demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a supervisory authority) arising out of or in connection with any breach by you of your obligations under the Data Protection Legislation.
You warrant to us that:
22.1. We maintain a professional liability insurance.
22.2. Subject to clause 22.3, in the event of loss or destruction (however arising) of the Goods during Delivery we shall be liable to reimburse the value of the Goods, having regard to each relevant customer's package, to the Client up to the value of £60. We reserve the right to set-off any amounts owed by us to you against any outstanding Rates.
22.3. The Client shall, within 14 Business Days from the date of the relevant event, make a claim to the Company in writing. The Company shall investigate the matter and notify the Client of its outcome of such an investigation in writing within 28 Business Days from the date on which the Company receives the relevant claim.
22.4. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
22.5. Subject to clause 22.4 above, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
22.6. We shall not be responsible for damage, loss, destruction of any Prohibited Goods.
22.7. Once your parcel has been Delivered to the Delivery Location, we shall not be liable for any loss of damage to any contents.
22.8. Should we at our sole discretion decide that you are entitled to be compensated, we will pay you compensation by crediting your account with the relevant sum. In the event if your account is closed, we will send you a cheque by post within 30 days from the date of any notice thereof to you in writing.
22.9. We shall not be liable for any costs, expenses, or penalties in the event that you or your agents suffer any loss as a result of shipping Prohibited Goods, or any Goods using the wrong packaging contrary to any relevant packaging instructions.
22.10. We have given commitments as to compliance of the Services with the relevant Service Specification. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
22.11. Unless you intend to make a claim in respect of an event within the notice period set out in this clause 22.11, we shall have no liability for that event. In the event if in accordance with clause 22.3 of the Contract, you are unsatisfied with the outcome of an investigation, you shall have the right to bring a claim for that event in accordance with this clause 22.11. Your right to bring a claim under this clause shall start on the day following the end of the 28-day period stated in clause 22.3 above and shall expire 3 months from that date.
22.12. Our Platform collates and processes Delivery data. Although we make reasonable efforts to ensure that the information on our Platform: (i) is constantly updated; (ii) live at all times; and (iii) operates without interruptions, we make no representations, warranties or guarantees, whether express or implied, that the Delivery data is accurate, complete or up to date.
22.13. This clause 21 will survive termination of the Contract.
23.1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (an "Event Outside Our Control").
23.2. If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
23.3. You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 15 days. To cancel please contact us at [email@example.com]. If you opt to cancel, we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.
24.1. We each undertake that we will not at any time during the Contract, and for a period of two years after termination of the Contract, disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 24.2.
24.2. We each may disclose the other's confidential information:
24.3. Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.
25.1. The Contract shall commence on the Service Start Date. Unless terminated earlier in accordance with clause 25.2 below, it shall continue until one party gives the other party 3 months' written notice to terminate in accordance with clause 28.
25.2. Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:
25.3. Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination, except for failure to provide the Services following non-payment.
25.4. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
26.1. On termination of the Contract:
26.2. Termination or expiry of the Contract 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 agreement which existed at or before the date of termination or expiry.
You must not attempt to procure services that are competitive with the Services from any of our directors, employees or consultants, whether as an employee or on a freelance basis, during the period that we are providing the Services to you and for a period of one year following termination of the Contract.
28.1. When we refer to "in writing" in these Service Terms, this includes email.
28.2. Any notice given to each of you and us under or in connection with the Contract shall be:
28.3. Any notice shall be deemed to have been received:
28.3.1. If delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
28.3.2. If sent by reputable international courier, on signature of a delivery receipt; or
28.3.3. If sent by email, at 9.00 am on the next Business Day after transmission.
28.4. This clause 26 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
29.1. Assignment and Transfer.
29.2. Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
29.3. Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
29.4. Severance. Each paragraph of these Service Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
29.5. Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
29.6. Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.