Terms & Conditions

Who reads the small print?

At AW we always try to be honest, fair and understanding. We expect the same from our trading partners. Trust is the greatest lubricant to trade, and we believe mutual trust and respect makes doing business much more enjoyable and fun.

You either trust us or not..  anyway here for the paranoid, pedantic and legalistic is the small print:

Terms are subject to change without notice. The construction, interpretation and performance of orders shall be governed by and construed in accordance with the laws of England regard to its conflict of law rules.  

The use of this site and/or AW-Fulilment.co.uk is voluntary and is being made available to you for use in obtaining products and services.

By ordering from Ancient Wisdom Marketing Ltd via this site, telephone, email or post, you agree to the following terms and conditions:

Services Terms and Conditions (“Terms”)

IMPORTANT NOTES:

• These Terms apply to your use of the Services (as defined below) from the date you start to use them (or any part of them) unless and until you have expressly agreed and signed a specific services contract with us, in which case, the terms and conditions of that contract apply

• Clause 9 limits AW-Fulfilment’s liability, please read it carefully

• Clause 5 sets out our rights to change or make charges

• AW-Fulfilment  may update these Terms from time to time and will notify you via email of any major changes.

1. DEFINITION AND INTERPRETATION

1.1. In these Terms the following terms shall have the following meanings unless the context requires otherwise:

Bribery Laws means the United Kingdom Bribery Act 2010 and associated guidance published under that legislation and all applicable equivalent laws, legislation, statutory instruments and regulations in relation to bribery or corruption applicable to (i) the Goods; (ii) any territory in which Services are provided; and/or (iii) the Customer as a result of the country it is registered or established or operates in.

Business Day means any day (other than a Saturday or Sunday) when banks are generally open for normal business in the location where warehousing services are provided.

Charges means the prices and charges charged by AW-Fulfilment for or in connection with the Services as set out on our Website.

Confidential Information means all information, data, know-how, trade secrets and software in whatever form relating to either AW-Fulfilment  or you, whether tactical, technical, commercial, scientific, statistical or financial where the information is (a) identified as confidential at the time of disclosure, or (b) ought reasonably to be considered to be confidential or have commercial value given the nature of the information or the circumstances of disclosure.

Data Protection Legislation means as applicable and binding on either Party or the Services: (i) the GDPR (meaning General Data Protection Regulation, Regulation (EU) 2016/679, as it forms part of applicable domestic law (including as further amended or modified by the laws of the United Kingdom or of a part of the United Kingdom from time to time)); (ii) the Data Protection Act 2018 (in respect of the UK); (iii) any local laws which implement or supplement any such laws; and (iv) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing; (v) any relevant data protection laws and regulations applicable to (a) the Goods; (b) any territory in which Services are provided; and/or (iii) the Customer as a result of the country it is registered or established or operates in.

Deliverables means the forecasts, data and other information required from you and third parties in order for AW-Fulfilment to provide the Services.

Force Majeure Event has the meaning in clause 13.3.

Goods means the goods (including any associated documents and packaging materials) to which these Terms and the Services relates.

Group Company means a subsidiary or holding company of the relevant Party, or a subsidiary of that holding company, all as defined by Section 1159 of the Companies Act 2006.

AW-Fulfilment  (us, we) means AW-Fulfilment – part of Ancient Wisdom Marketing Limited operating at Affinity Park, Europa Drive Sheffield, S9 1XT

Vat No:GB764298589, Reg. No: 04108870.

Inappropriate Content means any services, goods, contents or other materials which infringe any applicable laws, regulations or third party rights, including any goods, services or contents which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, menacing, blasphemous or in breach of any third party intellectual property rights or any other information or material, any part of which, or the accessing of which or use of which would be a criminal offence or otherwise be unlawful.

Insolvency Proceedings means, in relation to a Party, that there is (save in relation to a solvent reorganisation, reconstruction or amalgamation) the appointment of a liquidator, provisional liquidator, administrator, administrative receiver or receiver, the entering into of a scheme of arrangement or composition with or for the benefit of creditors generally, any reorganisation, moratorium or other administration involving its creditors or any class of its creditors, a resolution to wind it up, or it becomes unable to pay its debts as and when they fall due within the meaning of Section 123 of the Insolvency Act 1986 or there are any analogous proceedings in any jurisdiction.

Intellectual Property Rights means all intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application), including copyright, know-how, trade secrets, business names and domain names, trade-marks, service marks, trade names, patents, petty patents, utility models, design rights, semi-conductor topography rights, and database rights.

Documents means the pricing proposal, goods in requirements, billing guide, transfer of stock process and any other document or information setting out required information or processes in connection with the Services provided to you before the commencement of the Services.

Product Loss means loss (including theft), destruction, damage, unavailability, contamination, deterioration, delay, non-delivery, mis-delivery, or unauthorised delivery of, or non-compliance with instructions or obligations in respect of, Goods.

Prohibited Goods means any items prohibited by any carrier used by AW-Fulfilment and includes the following items: animals and wildlife products; bootleg recordings; counterfeit currency and stamps; credit cards; drugs and drug paraphernalia; firearms, ammunition, replicas and militaria; government identification, licences and uniforms; government, transit and postal-related items; hazardous or contaminated materials; human parts and remains; items encouraging illegal activity; items encouraging infringement or enabling duplication of copy protected material; lock-picking devices; offensive material; items requiring any official consent or licence (or would be illegal for AW-Fulfilment) to handle, possess, deal with or carry; items that may cause pollution of the environment or harm to human health if they escape from their packaging; items that may at any time whilst in the care or control of AW-Fulfilment constitute waste; replica, counterfeit and unauthorised copies; stolen property; stocks, bonds, securities and related certificates; tobacco; and weapons and knives.

Property means the Goods, and any other goods or items to be received, stored or despatched by AW-Fulfilment.

Recipient means the intended recipient of Goods using the Services.

Services means the services provided by AW-Fulfilment relating to the provision of the storage, picking, packing, arrangement of carriage and delivery to destinations designated by you, all in respect of the Goods.

Third Party Information means information or material of any kind in any form or medium, not owned or generated by or on behalf of you, published or otherwise utilised or made available using the Service.

Warehouse means the warehouse operated by AW-Fulfilment from which the Services are to be provided (as specified in [insert], or such other facility as AW-Fulfilment may from time to time use to provide the Services.

Website means www.aw-fulfilment.co.uk

Working Hours means 08:00 to 16:30 (local time) Monday-Friday on Business Days.

You (your), Customer means the AW-Fulfilment customer taking our services as set out on your account.

1.2. Clause headings do not affect the interpretation of these Terms.

1.3. References to clauses and schedules are (unless otherwise provided) references to the clauses and schedules of these Terms.

1.4. Words in the singular include the plural and in the plural include the singular.

1.5. A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.6. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms

2. PROVISION OF THE SERVICE

2.1. AW-Fulfilment will provide the Services to you subject to these Terms to the exclusion of any terms and conditions you seek to impose.

2.2. AW-Fulfilment shall be entitled to subcontract all or any part of the Services. In the event of sub-contracting, AW-Fulfilment shall remain directly liable to you for any breach by sub-contractor(s) of such requirements or obligations as if it were its own breach.

2.3. Nothing in this Agreement shall restrict AW-Fulfilment from supplying any services which are the same as or similar to the Services to other customers.

3. YOUR OBLIGATIONS

3.1. You shall not, nor shall you authorise or permit any other person to:

3.1.1. use the Services to send or receive any Inappropriate Content or for any unlawful purposes,

3.1.2. use the Services for or in connection with goods or services which are in violation of any laws, regulations or codes of practice or which may bring AW-Fulfilment into disrepute, and

3.1.3. use the Services other than in accordance with any stipulations, instructions or user guides issued by AW-Fulfilment from time to time;

3.2. You shall use the Website in accordance with its terms of use applicable from time to time as if such terms were set out in full in these Terms and any breach of such terms of use shall be a material breach of these Terms.

3.3. You shall comply with the Terms of Service and not do anything which changes any of them, without consultation with, and prior written agreement from, AW-Fulfilment.

3.4. You shall comply with and instruct your suppliers and carriers to comply with AW-Fulfilment’s goods in procedures and requirements for presentation of deliveries to the Warehouse.

3.5. You shall promptly provide all Deliverables as required from time to time.

3.6. You warrant, represents and undertake that at the date the Services commence and on an ongoing basis that:

3.6.1. you have the right, power and authority to commit to these Terms and a contract with us and to grant to AW-Fulfilment the rights (if any) contemplated in these Terms;

3.6.2. none of the Goods contain any Prohibited Goods and the Goods and all information provided on or in relation to them (whether to Recipients or AW-Fulfilment) comply with any and all applicable laws and regulations in any territory in which they are transported, stored or delivered affecting the manufacture, sale, packaging, labelling and transportation of the Goods from time to time in force and have been appropriately tested and approved as safe for all purposes for which the Goods are intended to be used;

3.6.3. you either own the Goods or have lawful possession of the Goods and all right and authority to store them with AW-Fulfilment and to direct the release and/or delivery of the Goods to any Recipient;

3.6.4. the Goods and the provision of services by AW-Fulfilment in relation to them does not infringe the Intellectual Property Rights of any third party;

3.6.5. you have supplied to AW-Fulfilment all information relating to your requirements for the Services and that such information complies with all applicable laws and regulations in any jurisdiction in which it is accessed, and is true, correct and complete in all material respects;

3.6.6. the Goods shall be presented to AW-Fulfilment (and/or anyone else dealing with them) securely and properly packed in compliance with any applicable statutory regulations, recognised standards and good practice; and that they and any related pallet, container or other transport items are and will remain in a condition to be safely handled, stored and/or carried and so as not to cause injury, damage, contamination or deterioration (or the possibility of them) to any person, premises, property, the environment, drains or watercourses, equipment or to any other items in any way. Where AW-Fulfilment is performing an operation or process on the Goods, they will be delivered to AW-Fulfilment in a condition where that operation or process can be done without further work (other than unpacking) by AW-Fulfilment;.

3.6.7. before AW-Fulfilment assumes any responsibility for or by reference to the Goods, you shall inform AW-Fulfilment in writing of any relevant matters, including any special precautions necessitated by the nature, size or shape, weight, condition or potential for deterioration of the Goods and any statutory or other requirements relevant to the Goods with which AW-Fulfilment or others may need to comply, and will, promptly after invoicing, pay AW-Fulfilment’s reasonable extra charges for complying;

3.6.8. it shall comply with any reasonable requirements of AW-Fulfilment relating to handling, packing, carriage, storage or forwarding of Goods (and ancillary matters) which are notified in writing from time to time;

3.6.9. Unless otherwise agreed, you will be responsible for instructing AW-Fulfilment on the order in which to pick Goods (including for example where sell or use by dates apply);

3.6.10. you have any necessary import licences or permits necessary for the entry of the Goods into the territories in which they are to be shipped, and their delivery to AW-Fulfilment, and you are responsible for any customs duties, clearance charges, taxes, brokers’ fees and other amounts payable in connection with the importation and delivery of the Goods;

3.6.11. you shall provide all necessary information to allow international customs clearance for Goods to be exported including cost prices, sale prices, HS codes, customs descriptions, instructions, documents, licences, authorisations and permissions;

3.6.12. you shall not, by any act or omission, place AW-Fulfilment in breach of any Bribery Laws and shall comply with all applicable Bribery Laws and ensure that you have in place adequate procedures to prevent any breach of this clause 3.6.13 and ensure that all of your personnel and your direct and indirect sub-contractors and others associated with you so comply. In this clause, the expressions ‘adequate procedures’ and ‘associated with’ shall be construed in accordance with the Bribery Act 2010 and guidance published under it;

3.6.13. you shall comply with the Modern Slavery Act 2015 and any applicable equivalent local legislation (the “Relevant Law”) and neither you nor any of your officers, employees, agents or sub-contractors have committed an offence under the Relevant Law (an “Offence”) or been notified that you are subject to an investigation relating to an alleged Offence or prosecution under the Relevant Law or are aware of any circumstances within your supply chain that could give rise to an investigation relating to an alleged Offence or prosecution under the Relevant Law;

3.6.14. you shall notify AW-Fulfilment immediately in writing if you become aware or have reason to believe that you, or any of your officers, employees, agents or subcontractors have breached or potentially breached any of the your obligations under clause 3.6 (such notice to set out full details of the circumstances concerning the breach or potential breach of such obligations);

3.6.15. to the extent that the Goods fall within the ambit of article 4(5) of Regulation (EU) 2019/1020, the Customer has a manufacturer, importer, or authorised representative for the Goods in the EU.

3.7. Any breach of clauses 3.6.13, 3.6.14 or 3.6.15 by you shall be deemed a material breach of this Agreement that is not remediable and shall entitle AW-Fulfilment to immediately terminate this Agreement by notice under clause 6.2.

3.8. You shall indemnify and keep indemnified AW-Fulfilment, its employees, officers, agents and contractors in relation to all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by AW-Fulfilment arising out of or in connection with:

3.8.1. Any breach of any of the warranties in clause 3.6;

3.8.2. any claim brought by a third party resulting from or arising in any way from any information, or any other material provided by you to AW-Fulfilment;

3.8.3. any third party claim in relation to the Goods; and

3.8.4. any fine or penalty payable by AW-Fulfilment wholly or partly as a consequence of compliance with your instructions in relation to the Goods (or your failure to provide relevant instructions or information), or your acts or omissions.

3.9. If AW-Fulfilment suspects a breach of clause 3.6, it may refuse to accept the Goods, demand their immediate removal, or itself arrange their removal without notice, at your expense.

4. AW-Fulfilment’S OBLIGATIONS

4.1. AW-Fulfilment shall:

4.1.1. provide the Services with reasonable skill and care in accordance with applicable laws and shall have the right to change the Services and Charges and any of these Terms as required by AW-Fulfilment if there is any change in such laws subject to giving the Customer at least one (1) month’s notice in writing of any such change(s);

4.1.2. provide the Services except to the extent that AW-Fulfilment is not able to do so as a result of any act or omission of you or is not required to under clauses 6 or 13.

4.2. If AW-Fulfilment’s performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by you or failure by you to perform any relevant obligation, or failure to remedy such act or omission within seven (7) days of written notice to do so (Customer Default):

4.2.1. AW-Fulfilment shall without limiting its other rights or remedies have the right to suspend performance of the Services until you remedy the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays AW-Fulfilment’s performance of any of its obligations;

4.2.2. AW-Fulfilment shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from AW-Fulfilment’s failure or delay to perform any of its obligations as set out in this clause 4.2; and

4.2.3. you shall reimburse AW-Fulfilment on written demand for any reasonable costs or losses sustained or incurred by AW-Fulfilment arising directly or indirectly from the Customer Default including those arising from claims brought against AW-Fulfilment by Recipients in the exercise of their rights.

4.3. Subject to clause 4.5, where AW-Fulfilment’s services involve storage and/or processing (but not carriage) AW-Fulfilment’s responsibility for Goods starts when Goods are accepted into store and ends when physical control of Goods is taken by you, your agents or sub-contractors.

4.4. Subject to clause 4.5, where AW-Fulfilment provides carriage to or from the Warehouse (either itself or using sub-contractor(s)), AW-Fulfilment’s responsibility for Goods starts when AW-Fulfilment (or its sub-contractor) takes physical control of the Goods upon delivery into store and ends when physical control of Goods is taken by you, any sub-contractor, or a Recipient. In all other cases, responsibility for the Goods is yours.

4.5. Notwithstanding clauses 4.3 and 4.4, AW-Fulfilment’s responsibility ends on termination of these Terms or on the expiry of any notice requiring removal of the Goods by you (whichever occurs first).

5. CHARGES AND PAYMENT

5.1. AW-Fulfilment reviews its prices and other charges regularly and may change the Charges at any time subject to AW-Fulfilment notifying you by not less than one (1) months’ notice via email. The new Charges shall apply at the beginning of the calendar month following the expiry of such notice.

5.2. AW-Fulfilment may include in the Charges from time to time, additional costs incurred by AW-Fulfilment as a result of (i) any change in carrier, delivery, collection or storage requirements and which arise as a result of any request or action on the part of the Customer or due to the failure of the Customer to provide adequate or correct information and instructions, or comply with its obligations under this Agreement; (ii) deliveries to certain territories; (iii) Goods returned to AW-Fulfilment by Recipients; or (iv) any cost factors beyond its control including any increase in the national minimum wage and fuel and other surcharges imposed by its carrier(s) used for the Services and any increase in any carrier’s charges resulting from a change in applicable law.

5.3. AW-Fulfilment may review and change the Charges if you do not use the Services at the volumes contained in the initial agreement (or other applicable Document) or as set out in clause 6 or if you materially change any processes (including packing) or requirements from those notified to AW-Fulfilment before the commencement of the Services and/or contained in the Documents.

5.4. AW-Fulfilment will invoice you for all Charges and any other payments due under this Agreement monthly in arrears. You must pay all invoices in full in cleared funds by the end of the following month from the date of the invoice by a bank transfer to the bank account nominated by AW-Fulfilment, any late payment may incur a 5% late payment fee  . In some cases payment via Credit/Debit card is permitted but any associated payment fees maybe be recharged to you, All Amex payments will be charged a fee of 3% to cover associated transaction fees.   If any payment fails our credit control will contact you to re-arrange this. If payment is still not made, we will add an administration fee to your Charges. All Charges are exclusive of VAT (or equivalent sales tax) and you must pay the same to AW-Fulfilment subject to receipt of a valid VAT invoice.

5.5. You shall pay all sums that you owe to AW-Fulfilment under these Terms without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.

5.6. AW-Fulfilment reserves the right to suspend or terminate the provision of the Services to you immediately if you are in default of payment of invoices or any other sum due, for more than seven (7) days after the due date. Such suspension or termination does not limit its other rights and remedies.

5.7. AW-Fulfilment shall have a general and particular lien (on its own behalf and as agent for any assignee of its invoices) on the Goods in its possession as security for payment of all sums claimed by AW-Fulfilment from you. The Charges shall continue to accrue on any Goods detained under lien. If an invoice for the Charges is not paid in full on its due date for payment, AW-Fulfilment may, without prejudice to its other rights and remedies, give notice in writing to you of its intention to sell or otherwise dispose of some or all of the Goods in its possession if the amount outstanding is not paid in full within fourteen (14) days. If the amount due is not paid by the expiry of such period, AW-Fulfilment may sell or otherwise dispose of some or all of the Goods in its possession, as agent of you and at your expense and risk and shall remit the proceeds of sale or disposal of such Goods to you after deduction of all amounts due to AW-Fulfilment and the expenses incurred by AW-Fulfilment for the sale or disposal of the Goods. AW-Fulfilment shall be entitled to sell Goods at such price (if any) as it considers appropriate. AW-Fulfilment shall not be liable for any alleged failure to achieve a sufficient sale price for the Goods. AW-Fulfilment (and any person deriving title to products through it) shall be entitled to use under licence in connection with the disposal of Goods any copyright material or trademarks, and pass on any manufacturer’s standard warranty, relating to them which would be available to an authorised retailer of the Goods. This clause shall survive termination of these Terms.

5.8. You shall notify AW-Fulfilment promptly should a query or dispute arise on any invoice upon presentation and AW-Fulfilment will endeavour to answer any such query or resolve any such dispute within three (3) Business Days. Queries or disputes must be reasonable and raised in good faith. Where any dispute is not resolved in time, you shall pay the undisputed part of any invoices in accordance with these Terms.

6. TERMINATION

6.1. Either Party may terminate the provision of the Services under these Terms by providing the other Party with at least one (1) months’ notice of termination in writing.

6.2. You may (without prejudice to any other right or remedy you may have under these Terms or otherwise) immediately terminate the provision of the Services under these Terms by giving notice in writing to AW-Fulfilment without any further liability to AW-Fulfilment where the reason for the termination is:

6.2.1. a material breach by AW-Fulfilment of these Terms and (if the breach is capable of remedy) AW-Fulfilment fails to remedy the breach within 28 days of receipt of written notice from you to do so (or 7 days in the case of non-payment of Charges); or

6.2.2. AW-Fulfilment becoming subject to Insolvency Proceedings; or

6.2.3. AW-Fulfilment ceasing, or threatening to cease, to carry on business; or

6.3. AW-Fulfilment may (without prejudice to any other right or remedy it may have under these Terms or otherwise) suspend the Services temporarily without notice for a period not exceeding 28 days (although you remains liable to pay all Charges during such suspension), or terminate the provision of the Services under these Terms by immediate notice in writing without any further liability to you where the reason for the termination is:

6.3.1. a material breach by you or anyone else under your control, with or without your knowledge or approval, of these Terms and (if the breach is capable of remedy) you fail to remedy the breach within 28 days of receipt of written notice from AW-Fulfilment to do so; or

6.3.2. you become subject to Insolvency Proceedings; or

6.3.3. you cease, or threatening to cease, to carry on business; or

6.4. AW-Fulfilment’s election to suspend the Services does not affect its right to terminate the provision of the Services under these Terms.

6.5. In the event of termination of the provision of the Services under these Terms for any reason whatsoever:

6.5.2. AW-Fulfilment shall ensure that Goods are stored so that they are identifiable by you or your nominee as belonging to you;

6.5.3. Subject to paying all arrears on your account, you (or your nominee) may, after giving at least 72 hours’ notice to AW-Fulfilment, and by arranging a suitable appointment, collect your Goods during Working Hours from our Warehouse location; and

6.5.4. you shall arrange within 14 days of termination for the removal and carriage of all your Property from the Warehouse. Such removal and carriage shall be at your expense, unless the provision of the Services under these Terms is terminated pursuant to clause 6.2, in which case the reasonable cost shall be borne by AW-Fulfilment to an on-shore destination in the same country only. If your Property is not removed with this 14 day period, AW-Fulfilment may dispose of, sell or keep it at its discretion, and in the case of sale, the terms of clause 5.7 shall apply. For certain Goods, AW-Fulfilment may wish to expedite removal and carriage of all or certain of your Property from the Warehouse in which case AW-Fulfilment shall notify you (including by email) and if the relevant Property is not removed within three (3) Business Days of notification, AW-Fulfilment may sell it (including by auction) in which case, the terms of clause 5.7 relating to sale shall apply.

6.6. Termination of these Terms for any reason shall be without prejudice to the rights of either Party accrued as at the date of termination.

6.7. These terms shall not prejudice the rights to terminate the provision of the Services that either we or you have under applicable law to the extent such rights are not set out in these Terms.

7. INSURANCE

7.1. Unless notified to you in the Documents, or as otherwise agreed in writing by the Parties, AW-Fulfilment does not insure Property and you must, at your cost, either self-insure or make arrangements to provide sufficient cover (including all duties and taxes) for the Goods against all insurable risks with any right of the insurer to bring a subrogated claim being excluded.

8.2. AW-Fulfilment limits its liability as set out in clause 8 and in particular, Product Loss is limited as provided in clause 8.3.1. You may (and is recommended to) insure against liability of AW-Fulfilment above such limit.

8. LIMITATION OF REMEDIES AND LIABILITY

8.1. Nothing in these Terms shall operate to exclude or limit either Party’s liability for (a) death or personal injury caused by its negligence, or (b) fraud; or (c) any other liability which cannot be excluded or limited under applicable law.

8.2. Subject to clause 8.1 and except as provided in clause 3.8, neither Party shall be liable, howsoever arising, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these Terms for (i) special, indirect, incidental or consequential losses or (ii) loss of profit, loss of contract, loss of revenue, loss of opportunity, loss of anticipated savings, loss of goodwill, wasted costs or wasted management time (howsoever arising).

8.3. Subject to clause 8.1, AW-Fulfilment’s liability to you whether in contract, tort (including negligence), breach of statutory duty, indemnity or otherwise is limited as follows:

8.3.1. AW-Fulfilment’s liability for Product Loss is (i) while the Goods are in the Warehouse and under the physical control of AW-Fulfilment, limited to £100 per tonne weight of the Goods except to the extent of any insurance effected by AW-Fulfilment and (ii) while the Goods are in transit to a Recipient and under the physical control of a carrier, limited to the fees payable by you for such delivery, unless AW-Fulfilment has expressly agreed to a higher limit on its liability for damage to or loss of Goods in transit, on payment by you of an increased amount, in which case, the limit on AW-Fulfilment’s liability in such circumstances shall be increased in line with that express agreement, subject to the specific terms of that agreement, which shall be deemed incorporated into these Terms;

8.3.2. AW-Fulfilment shall not be liable for any Product Loss or other loss of any kind to the extent that it is caused or contributed to by any act or omission of you;

8.3.4. AW-Fulfilment shall have no liability for the acts or omissions of carriers used by you in the transportation of your Property to or from any AW-Fulfilment location. Carriers used for the Services are independent and not controlled by AW-Fulfilment; delivery times are aims only and AW-Fulfilment gives no warranty or guarantee concerning delivery times, notwithstanding the fulfilment option(s) selected in respect of any Order;

8.4. The provisions of these Terms and the rights and remedies of the parties under these Terms are cumulative and are without prejudice and in addition to any rights or remedies a Party may have at law or in equity.

8.5. AW-Fulfilment reserves the right to remove any of your information or Third Party Information if AW-Fulfilment reasonably believes such information contains Inappropriate Content. AW-Fulfilment shall use its reasonable endeavours to notify you in advance of any removal, where possible.

8.6. Notwithstanding the foregoing, to the extent that AW-Fulfilment is liable to make any payment to competent authorities or Recipients under law and regulation applicable in the territory in which the Services are provided as a direct or indirect result of any fraud, default or negligence of any kind by you (or any person acting on your behalf), you shall compensate AW-Fulfilment promptly in full in respect of respect of any such payment.

9. INTELLECTUAL PROPERTY RIGHTS

Each Party’s Intellectual Property shall remain the property of the relevant Party and its licensors. Nothing in these Terms shall transfer or grant to the other Party any right, title or interest in any Intellectual Property Rights which are owned or licensed by a Party to these Terms or any Group Company of that Party.

10. TAXATION

10.1. You acknowledge that you are responsible for checking the accuracy of each transaction or computation carried out using the Services, including the calculation and imposition of any applicable taxes, duties and charges of whatever nature and for all documentation relating to such transactions and computations, including and as applicable the creation of invoices, VAT or other tax records, and shipping documentation.

10.2. You are solely responsible for the filing of appropriate returns and the payment of any and all taxes and duties of whatever nature applicable to you and/or the Goods or any third party arising out of your use of the Services and will indemnify AW-Fulfilment fully against liability for any such taxes and duties.

10.3. AW-Fulfilment does not provide nor does AW-Fulfilment agree to provide any advisory services to you regarding taxation or any customs or other import/export duties. The provision of the Services does not constitute the provision of such advice and all such computations are based solely on data supplied or created by you.

11. THIRD PARTY TRANSACTIONS

11.1. You shall remain solely responsible for any transactions of any kind entered into between you (and/or any third party) and Recipients in relation to the Goods. AW-Fulfilment will not be a party to or in any way responsible for any transaction between you and a Recipient or other third party.

12. DATA PROTECTION

12.1. Both parties shall comply with all applicable requirements of the Data Protection Legislation.

12.2. The parties acknowledge that for the purposes of the Data Protection Legislation, you are the data controller and AW-Fulfilment is the data processor (where data controller and data processor have the meanings as defined in the Data Protection Legislation).

12.3. AW-Fulfilment will process personal data supplied by you or on your behalf for purposes appropriate or connected to the performance of AW-Fulfilment’s obligations. AW-Fulfilment may share data with a subcontractor as sub-processor in connection with the provision of the Services on such terms as are required by Data Protection Legislation, and with any government authority where appropriate. AW-Fulfilment shall, as soon as reasonably practicable following written request from you, provide details of any such sub-processor to you.

12.4. Schedule 1 sets out the data protection particulars including the scope, nature and purpose of processing by AW-Fulfilment.

12.5. Without prejudice to the generality of clause 13.1, you warrant, represent and undertake that:

12.5.1. You have all necessary and appropriate consents and notices in place to enable lawful transfer of the Personal Data (as defined in Data Protection Legislation) to AW-Fulfilment and its subcontractors for the duration and purposes of this Agreement;

12.5.2. the processing of all Personal Data (if processed in accordance with this Agreement) shall comply in all respects with Data Protection Legislation, including in terms of its collection, use and storage;

12.5.3. fair processing and all other appropriate notices have been provided to Data Subjects (as defined in Data Protection Legislation) and all necessary consents from such Data Subjects obtained and at all times maintained, to the extent required by Data Protection Legislation in connection with all processing activities which may be undertaken by AW-Fulfilment and its subcontractors in accordance with these Terms;

12.5.4. all instructions given by you to AW-Fulfilment in respect of Personal Data shall at all times be in accordance with Data Protection Legislation;

12.5.5. to indemnify and keep indemnified AW-Fulfilment, its employees, officers, agents and contractors in relation to all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by AW-Fulfilment arising out of or in connection with any:

12.5.5.1. non-compliance by you with the Data Protection Legislation;

12.5.5.2. processing carried out by AW-Fulfilment (or any subcontractor) pursuant to any instruction from or on behalf of you that infringes any Data Protection Legislation; or

12.5.5.3. breach by you of any of your data protection obligations under these Terms.

12.6. Without prejudice to the generality of clause 12.1, AW-Fulfilment shall, in relation to any Personal Data processed in connection with the performance by AW-Fulfilment of its obligations under these Terms:

12.6.1. process that Personal Data only on the written instructions of you;

12.6.2. ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;

12.6.3.1. AW-Fulfilment complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

12.6.3.2. AW-Fulfilment complies with reasonable instructions notified to it in advance by you with respect to the processing of the Personal Data;

12.6.4. assist you, at your cost, in responding to any request from a Data Subject and in relation to its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

12.6.5. notify you without undue delay on becoming aware of a Personal Data breach relating to the Services;

12.6.6. at your written request , delete, anonymise or return Personal Data and copies of it to you on termination of the provision of the Services under these Terms unless required by any applicable laws or its audit requirements to store the Personal Data; and

12.6.7. maintain records and information to demonstrate its compliance with this clause for the purposes of audit and inspection of AW-Fulfilment‘s data processing under the Services.

13. FORCE MAJEURE

13.1. If either Party is unable to perform any obligation under these Terms because of a matter beyond that Party’s reasonable control including lightning, flood, ice, frost, extreme weather conditions, earthquake, fire, explosion, utilities failure, disruption to transportation networks (including fuel shortage, road closures, traffic congestion, transport blockades, airline delay), mechanical breakdown, war, acts of terrorism, civil disorder, pandemic, epidemic, industrial disputes (excluding strikes, lock-outs or other industrial action of the affected Party’s own employees), suitable staff shortage, or acts of local or central government or other competent authorities, or events beyond the reasonable control of any carrier used by AW-Fulfilment, that Party will have no liability to the other for that failure to perform.

13.2. In the event of a network failure or refusal or delay by a third party to supply a telecommunications service to AW-Fulfilment and where there is no alternative service available at reasonable cost, AW-Fulfilment will have no liability to you for failure to supply the Services.

13.3. if any of the events detailed in clauses 13.1 or 13.2 (“Force Majeure Event”) prevent AW-Fulfilment from providing the Services, and this continues for a period of more than 28 days, you may engage alternative service providers to provide the affected Services for the duration of the Force Majeure Event and you will not be liable for any Charges for the affected Services during this period. If any Force Majeure Event continue for more than 3 months either Party may serve notice on the other terminating these Terms. You shall be responsible for any Charges, excluding charges for affected Services, incurred to the date of termination which shall become due forthwith on the date of termination.

14. CONFIDENTIALITY

14.1. Each Party shall protect the Confidential Information of the other Party against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.

14.2. Confidential Information may be disclosed by the receiving Party to its employees, affiliates and professional advisers, or the employees of either Ancient Wisdom’s Group Company or your Group Company or their suppliers who need to know the information. Confidential Information may not be disclosed to any other party without the written consent of the other Party.

14.3. The obligations set out in this clause shall not apply to Confidential Information which the receiving Party can demonstrate, with written evidence:

14.3.1. is or has become publicly known other than through breach of this clause; or

14.3.2. was in possession of the receiving Party prior to disclosure by the other Party; or

14.3.3. was received by the receiving Party from an independent third party who has full right of disclosure; or

14.3.4. was independently developed by the receiving Party without any breach of these Terms as evidenced by written records; or

14.3.5. was required to be disclosed by governmental authority or competent court, provided that the Party subject to such requirement to disclose gives the other Party prompt written notice of the requirement.

14.4. The obligations of confidentiality in this clause shall not be affected by the expiry or termination of these Terms, but will remain in effect for two (2) years after the termination of these Terms.

15. NOTICES

15.1. A notice given under these Terms (a) shall be in writing in the English language, (b) shall be sent for the attention of the relevant contact, and to their registered office address and (c) shall be either delivered personally, or sent by pre-paid first-class post, recorded delivery or commercial courier or email.

15.2. A notice is deemed to have been received (a) if delivered personally or by recorded delivery or commercial courier or email, on the date, and at the time of, delivery or (b) in the case of pre-paid first class post 48 hours from the date of posting, or (c) in the case of registered airmail, five days from the date of posting.

15.3. If deemed receipt under this clause is not within business hours (meaning 8.00 am to 4.30 pm Monday to Friday on a day that is not a public holiday in the place of receipt), the deemed receipt will be the date and time on which business next starts in the place of receipt.

15.4. To prove service, it is sufficient to prove that the envelope containing the notice was properly addressed and posted.

16. GENERAL

16.1. AW-Fulfilment may open any container or packaging to inspect them or Goods they purportedly contain.

16.2. The Parties shall use reasonable endeavours to reach a negotiated resolution of any dispute arising between the Parties out of or in connection with this Agreement through the following procedures:

16.2.1. This dispute resolution process may be initiated at any time by either Party serving a notice in writing on the other Party that a dispute has arisen and that includes reasonable information as to the nature of the dispute;

16.2.2. Within seven days of service of such notice, the account manager shall attempt to resolve it and if the dispute has not been resolved within seven days, then the matter shall be referred to the Higher Management (or persons of equivalent seniority) of each Party who shall make contact  within seven days to discuss the dispute and attempt to resolve it.

16.3. Neither Party will assign any of its rights or obligations under the terms of these Terms without the prior written consent of the other save that AW-Fulfilment shall be entitled to (i) assign these Terms to any Group Company and (ii) assign (in whole or in part) any part of the benefit or the burden of these Terms to any funder, security trustee or security holder.

16.4. These Terms and the Documents set out the entire agreement and understanding between the parties, superseding any previous agreement between them in relation to the subject matter of your agreement with AW-Fulfilment and no representations, statements or inducements, oral or written, not contained herein shall bind either Party.

16.5. No person or undertaking that is not a Party to these Terms shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the terms of these Terms.

16.6. Unless specifically provided otherwise, rights arising under these Terms are cumulative and do not exclude rights provided by law.

16.7. The waiver by either party of a breach or default of any of the provisions of these Terms by the other Party shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on the part of either Party to exercise or avail itself of any right power of privilege that you have or may have hereunder operate as a waiver of any breach of default by the other Party.

16.8. If any provision (or part of a provision) of these Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

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

16.10. Save as aforesaid nothing in these Terms shall be construed as creating a partnership or joint venture of any kind between the parties or as constituting either Party as agent of the other for any purpose whatsoever. No Party shall have the authority to bind the other Party or to contract in the name of, or create a liability against, the other Party in any way or for any purpose.

16.11. These Terms shall be binding upon and endure for the benefit of the successors in title of the parties to it.

16.12. These Terms and any disputes or claims arising out of or in connection with its subject matter are governed by and construed in accordance with the law of England and the parties submit to the exclusive jurisdiction of the English courts.