Terms

Standard Terms

1.    Individual Agreement      2

• Definitions……………………………………………………………………………………………………………………………………………………………………………….. 2
• Provision of Services……………………………………………………………………………………………………………………………………………………………….4
• Warranties and Representations……………………………………………………………………………………………………………………………………………4
• Duration……………………………………………………………………………………………………………………………………………………………………………………  5
• Personnel…………………………………………………………………………………………………………………………………………………………………………………  5
• Calculation of Charges…………………………………………………………………………………………………………………………………………………………….5
• Invoice and Payment………………………………………………………………………………………………………………………………………………………………..6
• Risk and Ownership of Goods…………………………………………………………………………………………………………………………………………………6
• Customer Assistance……………………………………………………………………………………………………………………………………………………………….6
• Force Majeure…………………………………………………………………………………………………………………………………………………………………………….7
• Termination Events……………………………………………………………………………………………………………………………………………………………………7
• Termination for Convenience…………………………………………………………………………………………………………………………………………………..8
• Contract End………………………………………………………………………………………………………………………………………………………………………………8
• Non-Solicitation………………………………………………………………………………………………………………………………………………………………………….8
• Intellectual Property…………………………………………………………………………………………………………………………………………………………………  8
• Dispute Resolution…………………………………………………………………………………………………………………………………………………………………….9
• Limitation of Liability…………………………………………………………………………………………………………………………………………………………………9
• Health and Safety……………………………………………………………………………………………………………………………………………………………………..10
• Insurance…………………………………………………………………………………………………………………………………………………………………………………..10
• Data Protection………………………………………………………………………………………………………………………………………………………………………..10
• Confidentiality……………………………………………………………………………………………………………………………………………………………………………13
• Entire Agreement……………………………………………………………………………………………………………………………………………………………………..14
• Third-Party Rights…………………………………………………………………………………………………………………………………………………………………….14
• Variation……………………………………………………………………………………………………………………………………………………………………………………14
• Waiver……………………………………………………………………………………………………………………………………………………………………………………….14
• Severance…………………………………………………………………………………………………………………………………………………………………………………14
• Assignment and Subcontracting…………………………………………………………………………………………………………………………………………..14
• No Partnership or Agency………………………………………………………………………………………………………………………………………………………14
• Notices……………………………………………………………………………………………………………………………………………………………………………………..15
• Counterparts…………………………………………………………………………………………………………………………………………………………………………….15
• Rights and Remedies………………………………………………………………………………………………………………………………………………………………15
• Inadequacy of Damages…………………………………………………………………………………………………………………………………………………………15
• Governing Law………………………………………………………………………………………………………………………………………………………………………….15
• Jurisdiction……………………………………………………………………………………………………………………………………………………………………………….15
• Definitions………………………………………………………………………………………………………………………………………………………………………………. 15
• Interpretation………………………………………………………………………………………………………………………………………………………………………….. 15

   

  Individual Agreement

  • The following comprises an Individual Agreement between the Customer and BNM These are in order of priority if there are inconsistencies;

The Service Agreement (including any schedules, annexures or the like) in relation to the specific Services being purchased by the Customer;

The Vision Terms of Use (where relevant);   These standard terms and conditions.

• All of the above are intended to be legally binding on the Parties and no other terms and conditions shall apply including those issued by the Customer to BNM Logistics.
• An Individual Agreement is formed upon the Customer signing the Service Agreement or where the Customer has not signed a relevant Service Agreement but has:

   accepted the provision of Services from BNM Logistics; or provided BNM Logistics with a Purchase Order relevant to the Services

• an Individual Agreement will be deemed to have formed from the date the Services commenced or the date the Purchase Order was sent (respectively).
• Unless the context otherwise requires, any reference to European Union law that is directly applicable or directly effective in the UK at any time is a reference to it as it applies in England and Wales from time to time including as retained, amended, extended or re-enacted on or after exit day from time to time.

2   Definitions

3. Provision of Services

• The Customer is not bound to purchase, and BNM Logistics is not bound to supply any minimum number of Services, nor are the Parties obliged to deal with each other on an exclusive basis, unless indicated otherwise in the Service
• Any relevant KPIs, service levels, milestones (or anything similar to any of these) (‘Performance Indicators’) shall be stipulated within the Service Agreement should the Customer require them to be contractually binding. Any Performance Indicators communicated outside of the Service Agreement in relation to the Services shall be estimates only and BNM Logistics will use best endeavours to meet such requirements.
• Unless otherwise stated in the Service Agreement the Services shall be delivered on a Business Day and during Normal Business Hours.

4. Warranties and Representations

• BNM Logistics warrants to the Customer that in the performance of the Services it shall exercise Good Industry Practice and shall adhere to any Quality Standards where such standards are applicable.
• Where Special Terms and Conditions are indicated in the Service Agreement, BNM Logistics warrants that these will be met.
• Any Software will be provided free of all Viruses at the point of The Customer is responsible for virus scanning at the point of installation.
• BNM Logistics warrants that:

it will comply with all applicable laws relating to anti-slavery and human trafficking from time to time in force, including but not limited to the Modern Slavery Act 2015 and in providing the Services it will comply with any anti-slavery and human trafficking policies, procedures or guidelines which the Customer may provide from time to time;

it will not engage in any activity, practise or conduct which could contravene the Bribery Act 2010 or which could cause BNM Logistics to contravene the Bribery Act 2010 and in providing the Services it will comply with any anti-bribery policies, procedures or guidelines which the Customer may provide from time to time.

it will, where the Customer is a Public Authority as defined under the Freedom of Information Act 2000 provide the Customer with all necessary assistance and cooperation as reasonably requested by the

Customer to enable it to comply with its obligations under the Freedom of Information Act 2000 and the Environmental Information Regulations 2004 (SI 2004/3391).

• In any case, BNM Logistics will comply with the standards and other requirements of relevant Law applying to the relevant activities in carrying out the This is a paramount obligation and overrides anything to the contrary elsewhere in a relevant Individual Agreement.

5. Duration

• The commencement and expiry of an Individual Agreement shall be indicated in the Service Agreement (‘Term’).
• Neither Party shall have a right to give notice to terminate an Individual Agreement for convenience under clause

13.1.1 within the first 3 months from the commencement of an Individual Agreement (‘Minimum Term’). This being without limitation to a Party’s right to terminate during the Minimum Term for reasons indicated elsewhere in these terms and conditions.

• Unless otherwise indicated in the Service Agreement, an Individual Agreement will automatically renew on expiry of the Term for successive 12 month periods unless either Party gives to the other a notice to terminate the relevant Individual Agreement under clause 1.1.
• Unless otherwise indicated in the Service Agreement, BNM Logistics may increase or adjust the basis for calculating the Charges for the relevant Services with effect from the start of each renewal Term by giving the Customer no less than 30 days written notice.

6. Personnel

• The Parties shall ensure that appropriately qualified and experienced professional and clerical staff will be deployed as necessary for the proper delivery and receipt of the Services including (without limitation) any Key Personnel specified in the Service Agreement.
• Any intended changes to Key Personnel shall be notified to the other Party in and must be agreed in writing pursuant to clause Any replacements of Key Personnel shall be of at least equal status or equivalent experience and skill level to the Key Personnel being replaced and should be suitable for the responsibilities of that person in relation to the Services. Where these requirements have been met, consent to the requested change by the receiving Party should be granted and in any case, should not be unreasonably withheld.
• The Parties shall ensure that the Employees involved in the provision and receipt of the Services are properly and sufficiently instructed in relation to:

  all relevant policies, rules, procedures and standards shared or disclosed by either Party as part of the Individual Agreement; and

  all relevant rules, procedures and statutory requirements concerning health and safety.

• Where specified in the Service Agreement a Party shall employ a competent and authorised Contract Manager empowered to act on its behalf for all purposes connected with the delivery of the Individual Agreement.
• A Party shall provide reasonable notice to the other Party of its intention to change the person appointed as Contract Manager, such change being at discretion.

7. Calculation of Charges

• The amount or calculation of the Charges which the Customer is required to pay BNM Logistics under a relevant Individual Agreement will be set out in the Service Agreement.
• All Charges payable by the Customer under a Service Agreement are exclusive of VAT unless otherwise Where any taxable supply for VAT purposes is made under a Service Agreement the Customer shall, on receipt of a valid VAT invoice from BNM Logistics , pay to BNM Logistics 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.
• BNM Logistics reserves the right to make routine changes to the Charges annually on the 1 April each year by the same percentage increase (if any) as that between the then-most recently published UK Consumer Price Index figure and that same figure but as published 12 months previously to that figure.
• Information and data which is to be transmitted digitally from the Customer to BNM Logistics shall follow the specification defined within the Service Agreement including but not limited to; timeliness, format, and volume. Changes to the agreed specification as requested by the Customer may incur additional Charges at BNM Logistics’s
• BNM Logistics will have the right to make non-routine changes to the Charges where this is indicated in the Service

Agreement. This may include but is not limited to changes relating to; increases in commodity prices (e.g. the cost of fuel), fluctuations in exchange rates, excise and duty tariffs.

• Any right for BNM Logistics to claim and the Customer to pay expenses will be indicated in the Service

8. Invoice and Payment

• Upon entering an Individual Agreement and unless the Service Agreement indicates otherwise, the Customer shall supply a Purchase Order for the approximate total value of the Services which are to be provided under the relevant Individual Agreement. Purchase Orders should be attached as a PDF file and emailed to Office@bnmlogistics.co.uk unless otherwise stated in the Service Agreement.
• Failure by the Customer to provide a Purchase Order before the proposed start date for the provision of the Services may result in the relevant Service being delayed until the Purchase Order has been received.
• Unless the Service Agreement states otherwise, all Customers not billed annually will normally be invoiced no later than 7 days beyond the end of the month during which the Services have been delivered. This being without prejudice to BNM Logistics’ right to issue invoices beyond this timeframe.
• Customers who pay annually shall be invoiced on or around the commencement of an Individual
• Unless the Service Agreement states otherwise, the Customer shall pay each invoice within 30 days of the date it was issued.
• If following receipt of an invoice the Customer (acting reasonably and in good faith) provides BNM Logistics with notice that there is a Dispute concerning the invoice the Customer shall, where the Dispute relates to part of an invoice, pay the undisputed part of the invoice (together with any other undisputed outstanding invoices) in accordance with the Individual Agreement.
• If the Customer wishes to raise a Dispute in relation to an invoice issued by BNM Logistics it must provide Notice in writing setting out the elements of the invoice which are disputed and the reasons as to why such elements are disputed within 30 days following the submission of the invoice by BNM Logistics. Any disputed invoice not communicated within this timescale will be deemed to be valid and payable by the Customer.
• If the Customer fails to make a payment due under an Individual Agreement by the due date, then, without limiting BNM Logistics rights or remedies, BNM Logistics is entitled to claim interest on the overdue sum from the due date until payment of the overdue Interest under this will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%. The exception to this will be where the payment is subject to a genuine Dispute which the Customer is using reasonable and genuine efforts to resolve.
• All amounts payable under an Individual Agreement by the Customer shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by Law).

9. Risk and Ownership of Goods

• Risk in any goods provided as part of the Services shall, without prejudice to any other rights or remedies of BNM Logistics, pass to the Customer at the time of delivery.
• Ownership of any goods provided as part of the Services shall, without prejudice to any other rights or remedies of BNM Logistics, pass to the Customer at the time of payment for the relevant Services. Until payment has been made by the Customer the goods should be stored separately and clearly marked as the property of BNM Logistics

3  Customer Assistance

• The Customer agrees that the performance of the Services by BNM Logistics may be dependent upon the Customer providing BNM Logistics with such Information and assistance as may reasonably be required from time to time, and which may include access to the Customer’s premises, vehicles, and operational documentation (‘Customer Assistance’).
• Any specific or unusual Customer Assistance (assistance which is not obviously required to enable BNM Logistics to provide the Services) shall be set out in the Service Agreement and may be subject to additional Charges under clause 5. The Customer acknowledges that a failure to provide Customer Assistance will be deemed a Force Majeure event under section 11.
• Information provided by the Customer to BNM Logistics that is provided in the draft shall not be relied upon by BNM Logistics, who recognizes that such Information may be subject to Change.

4  Force Majeure

• Neither Party shall be liable for failure to perform its obligations under an Individual Agreement if such failure results from Force Majeure.
• If BNM Logistics is prevented from carrying out its obligations by the circumstance of Force Majeure, BNM Logistics shall be entitled to totally or partially (at its discretion) suspend the performance of the Services until the circumstances of the Force Majeure have ceased. BN M L o g i s t i c s must promptly resume the Services after the relevant activities are no longer substantially and directly disrupted by any Force Majeure event.
• The suspension shall not give rise to any claim by the Customer against BNM Logistics nor entitle the Customer to terminate the Contract subject to clause 4.
• If the event of Force Majeure continues for more than two months either Party may give written Notice to the other to terminate the Individual Agreement immediately or on a set termination date.

5  Termination Events

• Without affecting any other right or remedy available to it, either Party may terminate an Individual Agreement with immediate effect by giving written Notice to the other Party if any of the following occur (‘Termination Event’):

the other Party commits a material breach of an Individual Agreement and the breach is irremediable or (if such breach is remediable) fails to remedy that breach within 14 days after being notified in writing to do so;

the other Party repeatedly breaches any of the terms of an Individual Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to those terms;

  the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

  the other Party commences negotiations with all or any class of its creditors to reschedule any of its debts, or makes a Proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other Party with one or more other companies or the solvent reconstruction of that other Party;

a petition is filed, a notice is given, a resolution is passed, or a court order is made, for or in connection with the dissolving of that other Party other than for the sole purpose of a scheme for a solvent amalgamation of that other Party with one or more other companies or the solvent reconstruction of that other Party;

  an application is made to court, or a court order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other Party;

a person becomes entitled to appoint a receiver over the assets of the other Party or a receiver is appointed over the assets of the other Party;

a creditor or encumbrancer of the other Party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other Party’s assets and such attachment or process is not discharged within 14 days;

  the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business relevant to the Individual Agreement unless the suspension is invoked under a valid clause for suspension or withheld Services.

• The following will be a Termination Event of the Customer entitling BNM Logistics to terminate an Individual Agreement with immediate effect by giving written Notice, if and for so long as:

Any liability owed by the Customer to BNM Logistics in connection with an Individual Contact is overdue.

The relevant liability is not subject to a genuine dispute which the Customer is using reasonable and genuine efforts to attempt to resolve.

  The Customer has no contractual or other rights to refuse and/or to delay payment of the relevant liability.

  The liability (or any part of it) must still be overdue for more than 30 days after BNM Logistics has issued a further demand for payment.

• Termination for Convenience

 Subject to clause 5.2 either Party shall have the right to terminate an Individual Agreement in the absence of a Termination Event by providing to the other no less than 3 months written Notice unless such rights as provided in this clause 13.1.1 are expressly modified or waived within the relevant Service Agreement.

  Where notice to terminate a relevant Individual Agreement has been given under this clause 13 by the Customer, BNM Logistics will not be liable to refund any Charges which have been prepaid by the Customer.

 Where notice to terminate a relevant Individual Agreement has been given under this clause 13 by BNM Logistics, any Charges which have been prepaid by the Customer will be refunded in respect of the period which the Customer has not received the Services to which the Charges relate. Such a refund taking place within 60 days from the termination date of the relevant Individual Agreement.

7  Contract End

• On the expiry of a relevant Individual Agreement or its earlier termination according to these terms and conditions (‘Contract End’) the rights, powers, obligations, liabilities, prohibitions and restrictions (or anything similar to any of these) of the Parties in connection with a relevant Individual Agreement shall discontinue subject to clause 2.
• At Contract End the following rights, powers, obligations, liabilities, prohibitions and restrictions (or anything similar to any of these) of the Parties to a relevant Individual Agreement (and/or those of any third parties with rights under it) shall continue until they are completed, until they expire, or indefinitely, as relevant (to be read independently):

Those in connection with a relevant Individual Agreement which had already arisen or accrued on or before the Contract End.

  Those which relate to events or circumstances which are connected with a relevant Individual Agreement and which occurred on or before the date of the Contract End.

Any interest accruing on any liabilities in connection with a relevant Individual Agreement which relate to events or circumstances which had already occurred or arisen on or before the date of the Contract End.

Those in connection with a relevant Individual Agreement which are expressed (or which are reasonably implied) in a relevant Individual Agreement to continue after the date of the Contract End.

 Data held by BNM Logistics shall not be retained longer than the mandatory retention period whether under the GDPR, legislatively, or stipulated by the Customer for audit purposes. Data retained any longer than this period shall be anonymised for aggregate analysis.

• Where an Individual Agreement is terminated;

all documents and equipment provided to the Customer by BNM Logistics shall be promptly returned to BNM Logistics by the Customer.

  all outstanding Charges shall become payable immediately; and

  all Services which have been provided but for which no Charges have been invoiced shall be invoiced by BNM Logistics and will become immediately payable by the Customer.

8 Non-Solicitation

• The Customer shall not (except with the prior written consent of BNM Logistics) directly or indirectly solicit or entice away (or attempt to solicit or entice away) from the employment of BNM Logistics any person employed or engaged by BNM Logistics in the provision of the Services at any time during the Term of an Individual Agreement or for a further period of 12 months after the termination of an Individual Agreement other than using a national advertising campaign open to all and not specifically targeted at any of the staff of BNM Logistics .

9 Intellectual Property

• All Intellectual Property Rights relating to the Services, whether registered or unregistered, made available to the Customer for use in connection with the Services, are and shall remain the sole and exclusive property of

BNM Logistics (or BNM Logistics’ licensors) and/or its Group Companies and nothing in these terms and conditions constitutes an assignment or waiver of BNM Logistics’ Intellectual Property Rights.

• Subject to the Customer’s full compliance with these terms and conditions, BNM Logistics hereby grants the Customer, for the duration of the Individual Agreement, a non-exclusive, non-transferable, non-sublicensable, fully revocable, limited license to use the Intellectual Property Rights contained in the Services, solely for the Customer’s enjoyment of the Services.
• BNM Logistics (and/or its Group Companies) reserves the right to copy, reproduce, modify, display, translate, transfer, implement, and exploit the aggregation of anonymised data to provide industry benchmarking.
• Any notes, messages, e-mails, postings, letters containing ideas, suggestions, concepts, feedback or other written materials which a Customer or User submit or communicate to BNM Logistics concerning Developments shall be the sole and exclusive property of BNM Logistics and/or its Group Companies and the Customer hereby assigns to BNM Logistics and shall procure that a User assigns to BNM Logistics, with full title guarantee by way of present assignment of future rights and free from all Third Party Rights, all such Intellectual Property Rights contained in any Developments.

10 Dispute Resolution

• If a Dispute arises out of or in connection with an Individual Agreement or the performance, validity or enforceability of it then, except as expressly provided in a Service Agreement, the Parties shall follow the procedure set out in this clause:

either Party shall give to the other written Notice of the Dispute, setting out its nature and full particulars (‘Dispute Notice’), together with relevant supporting documents. On disclosure of the Dispute Notice, a representative from each of BNM Logistics and the Customer shall attempt in good faith to resolve the Dispute;

if the Parties are for any reason unable to resolve the Dispute in accordance with this clause within thirty (30) days of the Dispute Notice, the Dispute shall be referred to representatives of BNM Logistics the Customer at board director level; and

  if the Parties are still for any reason unable to resolve the Dispute within thirty (30) days of it being referred to board director level, the Parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure (‘CEDR’). Unless otherwise agreed between the Parties, the mediator shall be nominated by CEDR. To initiate the mediation, a Party must serve notice in writing (‘ADR notice’) to the other Party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation will start no later than thirty (30) days after the date of the ADR notice.

A Party may only commence legal proceedings in relation to the Dispute if it is not resolved within 90 days after commencement of the mediation. Nothing in these terms and conditions (including this section 17) prevents a Party from seeking specific performance or injunctions or other remedies of a similar nature in relation to matters relevant to an Individual Agreement.

11 Limitation of Liability

• Nothing in these terms and conditions shall limit BNM Logistics’ and/or its Group Companies’ liability for: death or personal injury caused by its negligence; or

  fraud or fraudulent misrepresentation; or

  breach of the Terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or

  any other liability which cannot be excluded or limited under English Law.

• BNM Logistics and/or its Group Companies shall have no liability in contract, tort, negligence, breach of statutory duty or otherwise for any loss of profit, loss of sales, loss of business opportunity, loss of goodwill or reputation, third party claims, pure economic loss or for any indirect or consequential loss or damage.
• The liabilities of BNM Logistics and/or its Group Companies in connection with an Individual Agreement whether in contract, tort (including negligence), breach of statutory duty or otherwise shall not exceed an amount equal to:

  The level of the proceeds paid under an insurance policy relevant to the particular liability; or

  150% of Purchase Order value (excluding VAT) relevant to the year of service (being 12 months commencing from the date of a relevant Individual Agreement and again on each anniversary of that ate) within which the particular liability arose.

• In the event of loss or damage to data during the provision of Services, the Customer’s sole and exclusive remedy shall be for BNM Logistics to use its best endeavours to restore the lost or damaged data maintained by BNM Logistics and/or its Group Companies using the last available backup.
• BNM Logistics and/or its Group Companies shall not be liable for any losses suffered by the Customer which arise as a result of

  Customer non-compliance with BNM Logistics guidance, instructions or manuals;

any modification, variation or reconfiguration to BNM Logistics Equipment or Software which has not been provided by BNM Logistics or a third Party authorised by BNM Logistics.

the Customer not using BNM Logistics recommended Equipment but using Equipment provided by third parties;

  Erroneous/incorrect data/content uploaded by the Customer to the Software;  the Customer’s negligence or default.

12 Health and Safety

• In providing the Services at a location stipulated by the Customer, BNM Logistics shall comply with any health and safety measures implemented by the Customer in respect of Employees, or other persons working at the particular
• Either Party shall notify the other immediately in the event of:

any incident occurring in the performance of its obligations under an Individual Agreement where that incident causes any personal injury or damage to property which could give rise to personal injury; and

 any health and safety hazards which may exist or arise in connection with the performance of its obligations under an Individual Agreement.

13 Insurance

• Unless a certain level of insurance is stipulated in the Service Agreement, BNM Logistics will maintain adequate insurance cover for statutory insurances and professional indemnity during the lifetime of an Individual Agreement, and for 12 months following completion of the Services, providing such insurance is available at commercially reasonable rates. If such insurance ceases to be available at commercially reasonable rates, then BNM Logistics will promptly notify the Customer.

14 Data Protection

• Where each Party is to determine the purposes for which Personal Data will be held and used they will each be a Data Controller and each Party must comply with relevant Law (particularly any Data Protection Legislation) in relation to the holding and processing of that Personal Data.
• Where BNM Logistics is processing Personal Data on behalf of the Customer it will be acting as a Data Processor and the remaining clauses of this section 21 shall apply.
• In respect of the relevant Services to which acts BNM Logistics as a Data Processor, the subject matter, scope, nature and purpose of the processing by BNM Logistics and the types of personal data being processed are outlined

within the Service Agreements and may be subject to change and notification from time to time:

• The duration of the processing shall be for the period as set out in the Service Agreement, or otherwise, for the duration of an Individual Agreement and until such Individual Agreement is terminated in accordance with clause 12 or otherwise.
• Without prejudice to the generality of its requirement to comply with the Data Protection Legislation, the Customer shall ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Customer Personal Data to BNM Logistics for the duration and purposes of a relevant Individual Agreement.
• During the Term, BNM Logistics shall process the Customer Personal Data it receives from the Customer:

  solely for the purposes identified in clause 21.2, only to the extent is reasonably necessary to achieve these purposes and for no other purpose except with the express written consent of the Customer; and

  only in accordance with the Customer’s written instructions from time to time (provided BNM Logistics shall not be required to do so where such actions may breach any applicable Law, in which case BNM Logistics shall promptly notify the Customer of the reasons for any breach it considers to be possible or likely).

• BNM Logistics will provide reasonable assistance in helping the Customer investigate the completeness, accuracy or sufficiency of the Customer Personal D
• Without prejudice to the generality of its requirement to comply with the Data Protection Legislation, BNM Logistics shall, in relation to any Customer Personal Data processed in connection with the performance by BNM Logistics of its obligations under this agreement:

  ensure that it has in place appropriate technical and organisational measures as set out in clause 21.19;

  ensure that it operates a suitable data protection policy and all Employees who have access to and/or process Customer Personal Data are trained on its requirements and are obliged to keep the Customer Personal Data confidential; and

  not transfer any Customer Personal Data outside of the European Economic Area or the UK unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:

• BNM Logistics is processing Personal Data in a territory which is subject to a current finding by the European Commission under the Data Protection Legislation that the territory provides adequate protection for the privacy rights of individuals;
• BNM Logistics has provided appropriate safeguards in relation to the transfer to ensure an adequate level of protection with respect to the privacy rights of individuals as required by Article 46 of the GDPR;
• BNM Logistics complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Customer Personal Data that is transferred; and
• BNM Logistics complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Customer Personal Data.
• BNM Logistics assist the Customer in responding to any subject access request from a data subject and support the Customer to comply with the rights of data subjects under the Data Protection Legislation, including subject access rights, the rights to rectify and erase personal data, object to the processing and automated processing of personal data, and restrict the processing of personal data;

 provide assistance in ensuring the Customer’s compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, data protection impact assessments and consultations with supervisory authorities or regulators;

 notify the Customer immediately if it receives any complaint, notice or communication that relates directly or indirectly to the processing of the Personal Data or to either party’s compliance with the Data Protection Legislation;

 notify the Customer promptly and without undue delay after becoming aware of any accidental, unauthorised or unlawful processing of the Customer Personal Data or of a security breach

concerning the Customer Personal Data or if the Customer Personal Data is lost or destroyed or becomes damaged, corrupt or unusable (‘Data Breach’) such data being restored where applicable at BNM Logistics’ own expense;

 provide the Customer with reasonable cooperation and assistance at its own expense in relation to any notification or other communication that is given to the data subjects affected by a Data Breach;

 at the written direction of the Customer, delete or return Customer Personal Data and copies thereof to the Customer, unless it is required by any applicable Law to keep copies of the Customer Personal Data; and

 maintain complete and accurate records and information to demonstrate its compliance with this clauses 21.8, 21.7 and allow for audits by the Customer and its third-party representatives in accordance with clauses 21.18, 21.13.6.

• Before allowing any Sub-processor to process any Personal Data related to any active Agreement, BNM Logistics shall:

notify the Customer in writing of the intended Sub-processor and processing; obtain the written consent of the Customer;

 enter into a written agreement with the Sub-processor which give effect to the terms set out in this clause such that they apply to the Sub-processor; and

  provide the Customer with such information regarding the Sub-processor as the Customer may reasonably require.

• BNM Logistics shall remain fully liable for all acts or omissions of any Sub-processor.”
• BNM Logistics shall, in relation to any Personal Data in connection with its obligations ensure:

  not to transfer Personal Data outside of the EU or UK unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled;

 the Customer or BNM Logistics has provided appropriate safeguards in relation to any approved transfer in accordance with GDPR Article 46 and/or LED Article 37; and

 the Data Subject maintains enforceable rights and effective legal remedies.

 B N M L o g i s t i c s complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred (or, if it is not so bound, uses its best endeavours to assist the Customer in meeting its obligations); and

 BNM logistics complies with any reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;”

• BNM Logistics shall keep at its normal place of business detailed, accurate and up-to-date records relating to the processing of the Customer Personal Data by BNM Logistics and to the measures taken under clause 14 (‘Records’).
• BNM Logistics will permit the Customer and its third-party representatives, on not less than 7 Business Days’ notice during Normal Business Hours to:

 have access to and take copies of the Records and any other information held at BNM Logistics’ premises or on BNM Logistics relevant systems;

  inspect all infrastructure, facilities, documents and electronic data and BNM Logistics relevant systems and application software used to store, process or transport Customer Personal Data;

  access and meet with any of BNM Logistics Employees as reasonably necessary to provide all explanations and perform the audit effectively; and

  request that BNM Logistics produces a written report that includes detailed plans to remedy any deficiencies identified by the audit.

 Such audit rights may be exercised only once in any calendar year during the Term save to the extent that a Data Breach has occurred or BNM Logistics is in material breach of its obligations under a relevant Individual Agreement or any Data Protection Legislation and in such circumstances, the

notice period referred to in this clause 21.18 shall not apply.

• BNM Logistics shall give all necessary assistance to the conduct of such audits during the Te
• BNM Logistics will at all times ensure that it has in place appropriate technical and organisational measures to protect against accidental, unauthorised or unlawful processing or alteration of Customer Personal Data and against accidental loss or destruction or damage to Customer Personal Data, appropriate to the harm that might result from the accidental, unauthorised or unlawful processing or loss, destruction, alteration or damage and the nature of the data to be protected, having regard to the state of technological Such measures may include, where appropriate:

  pseudonymising and encrypting Customer Personal Data;

 ensuring the confidentiality, integrity, availability and resilience of its systems and Services;

 having the ability to restore the availability and access to Customer Personal Data in a timely manner in the event of a physical or technical incident; and

 regularly testing, assessing and evaluating the effectiveness of the technical and organisational measures.

• Upon termination of a relevant Individual Agreement BNM Logistics shall:

return or destroy any Customer Personal Data (at the absolute discretion of the Customer and in such manner as the Customer may reasonably direct in writing) that is in the possession or control of BNM Logistics, its Employees, agents and Subcontractors (as defined at 21.22);

to the extent technically and legally practicable, erase all Customer Personal Data from its computer and communications systems and devices used by it, or which is stored in electronic form;

 use its reasonable endeavours to procure that any third-parties erase all Customer Personal Data to the extent technically and legally practicable which is stored in electronic form on systems and data storage services provided by third-parties; and

 notify the Customer if any applicable Law requires BNM Logistics to retain any documents or materials that BNM Logistics would otherwise be required to return or destroy.

• The Customer consents and authorises BNM Logistics to appoint a third party (‘Subcontractor’) to process the Customer Personal Data provided that BNM Logistics enters into an agreement with the Subcontractor that is on terms that are substantially the same as those set out in this agreement, in particular, in relation to clause 20, and, upon the Customer’s written request, provides the Customer with a copy of any agreement.
• On request by the Customer, BNM Logistics must provide a list of all approved Subcontractors which includes contact information for the person responsible for privacy and data protection compliance.
• BNM Logistics shall remain fully liable for all acts or omissions of any Subcontractor appointed by it to process Customer Personal Data.

15 Confidentiality

• For the purposes of this section 22, the following clause 1 shall be considered the confidential information of the Parties and/or their respective Group Companies.
• Information relevant to their business activities generally, including for example operations, business strategies, plans, financial arrangements, financial information and third party disputes, information about Employees and human resources activities generally, research activities, know-how, trade secrets and other Intellectual Property which is not in the public domain, data, including Personal Data in relation to which a Party is the data controller or data processor for the purposes of the Data Protection Legislation, details relating to customers, clients or anything similar, Information relating to any other person to whom the receiving Party knows (or reasonably ought to know) the disclosing Party owes a duty of confidentiality (whether under contract, by Law or otherwise), Information communicated or made available by the Parties in the course of any dispute resolution procedure described in section 17, together with BNM Logistics’ Charges from time to time but only to the extent the Charges have been uniquely determined by BNM Logistics or privately negotiated between the Parties for the purposes of a relevant Individual Agreement (e.g. they are not publicly-available etc.) (‘Confidential Information’).
• Each Party shall maintain the confidentiality of the other Party’s Confidential Information and shall not, without the prior written consent of the other, use, disclose, copy or modify the other Party’s Confidential Information (or permit

others to do so) other than as necessary for the performance of its rights and obligations under an Individual Agreement.

• Each Party undertakes to disclose the other Party’s Confidential Information only to those officers, Employees, agents, contractors and professional advisers or to other members of the Group of companies to which it belongs and their officers, employees, agents, contractors and professional advisers to whom, and to the extent to which, such disclosure is necessary for the purposes contemplated under an Individual Agreement and to procure that such persons are made aware of and are bound by obligations of confidentiality.
• Each Party shall give notice to the other of any unauthorised misuse, disclosure, theft or other loss of the other Party’s Confidential Information immediately upon becoming aware of the same.
• The provisions of this clause 22 shall not apply to Confidential Information which: is of a trivial nature;

  is or comes into the public domain through no fault of the recipient, its Officers, Employees, agents or contractors;

  is lawfully received from a third party free of any obligation of confidence at the time of its disclosure;   is demonstrably independently developed by the recipient, its Officers, Employees, agents or

contractors;

  is required by Law to be disclosed provided that, to the extent permitted by Law, prior to any disclosure, as far as is reasonably and lawfully practicable the recipient notifies the disclosing Party and, at the disclosing Party’s request and cost, assists the disclosing Party in opposing any such disclosure.

  A Party in receipt of the other Party’s Confidential Information must store the Confidential Information as follows:

  according to any requirements in the Service Agreement;

 to a reasonable standard of security;

 in any case, not to a lower standard of security the recipient uses to store its own Information of comparable confidentiality.

• A recipient Party’s obligations in this section 22 in relation to each piece of the disclosing Party’s Confidential Information will last for 5 years from the end of the relevant Individual Agreement or such longer or shorter period required by Law in relation to that piece of Confidential Information.

16 Entire Agreement

• The documents comprising an Individual Agreement as stated at clause 1 constitute the entire agreement between the Parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to the subject matter of the agreement.
• Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in an Individual Agreement.

17 Third-Party Rights

• Any Group Companies of BNM Logistics shall have rights under the Contracts (Rights of Third Parties) Act 1999 to directly enforce their rights, powers, benefits (or anything similar to these) under a relevant Individual
• Any other person who is not a Party to an Individual Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of an Individual These are excluded to the fullest extend permitted by law.

18 Variation

• No variation of an Individual Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).

19 Waiver

• No failure or delay by a Party to exercise any right or remedy provided under an Individual Agreement or by Law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

20 Severance

• If any provision or part-provision of an Individual Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of an Individual Agreement.
• If any provision or part-provision of an Individual Agreement is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

21  Assignment and Subcontracting

• Neither Party shall assign, transfer, mortgage, charge, declare a trust over or deal in any other manner with any of its rights and obligations under an Individual Agreement without the prior written consent of the other Party, not to be unreasonably withheld.
• BNM Logistics shall be entitled to subcontract any of its obligations under an Individual Agreement, without requiring the consent of the Customer.

22 No Partnership or Agency

• Nothing in an Individual Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party.

23 Notices

• Any Notice given to a Party under or in connection with an Individual Agreement shall be in writing to the Parties’ main office and addressed to an individual (and if more than one, each of them individually) who from time to time holds the role as that Party’s representative or the individual(s) as otherwise communicated by that Party to the other Party in writing from time to time (‘Representative’).
• A Notice is deemed to have been given on the dates below:

  if delivered by hand, on the date it is given to the Representative;

  if sent by recorded pre-paid first-class post or other recorded next Business Day delivery service, at

9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and

if sent by email before 5 pm, on the day of dispatch or otherwise on the following day save where the deemed date of service falls on a day other than a Business Day in which case the date of service will be the following Business Day.

24 Counterparts

• The Service Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one

• No counterpart shall be effective until each Party has executed and delivered at least one

25 Rights and Remedies

• The rights and remedies provided under an Individual Agreement are in addition to, and not exclusive of, any rights or remedies provided by Law.

26 Inadequacy of Damages

• Without prejudice to any other rights or remedies that a Party (first Party) may have, the other Party (other Party) acknowledges and agrees that damages alone may not be an adequate remedy for any breach of the terms of an Individual Agreement by the first Party. Accordingly, the first Party shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of any Individual Agreement

27 Governing Law

• An Individual Agreement shall be governed and interpreted in accordance with the laws of England and

28 Jurisdiction

• Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any Dispute or claim (including non-contractual Disputes or claims) arising out of or in connection with the terms of an Individual Agreement, or its subject matter or formation.

29 Definitions

• Except to the extent the context otherwise requires (and except to the extent otherwise indicated elsewhere in a relevant Individual Agreement), the following capitalised words or expressions in Section Definitions shall have the meanings contained therein when used in the relevant Individual Contract:
• A word or expression not defined in the above link shall be defined according to a) if there is a common meaning according to industry or trade, it shall have that meaning, or otherwise b) it shall have the meaning given in the Oxford English Dictionary.

30 Interpretation

• The headings in a relevant Individual Agreement do not affect its
• A reference to any Party includes reference to that Party’s successors in title and any person to whom that Party assigns any of its rights, powers, benefits (or similar) under a relevant Individual Agreement.
• If a word or phrase is defined in a relevant Individual Agreement, its other grammatical forms have a corresponding
• Use of the expression ‘in writing’ (or a similar word) in a relevant Individual Agreement includes (but is not limited to) an e-mail or facsimile message or any other methods of representing words in a visible It does not include communication by telephone, text messages or communication via a social media site (or anything similar to any of these).
• Use of the word ‘including’, ‘in particular’, ‘for example’ (or a similar words or expressions) in a relevant Individual Agreement at the commencement of a list to illustrate a particular concept does not limit that concept in any way. Use of the abbreviation ‘etc.’ at the end of a list in a relevant Individual Agreement to illustrate a particular concept does not limit that concept in any way.
• Reference to items, sections, schedules, appendices or annexures is a reference to those in a relevant Individual
• Reference to one gender refers to all genders and reference to the singular includes the plural and vice
• Reference to any particular type of body, firm or other entity includes reference to any other type of body, firm or other entity.

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