Terms and Conditions

TERMS & CONDITIONS- APPLICABLE TO ALL SERVICES

A. DUE DILIGENCE
i. As per VAT IT’s due diligence procedures, the validity of this Agreement is subject to the Company successfully passing know your client, sanction and/or any other relevant compliance checks performed within 30 (thirty) days of the Effective Date of this Agreement (“Initial Check”). VAT IT is also entitled to perform the same checks on a continuous basis, as and when it deems fit (“Subsequent Checks”). In the event that the Company does not successfully pass any Subsequent Checks, VAT IT shall be entitled to cancel the Agreement immediately upon written notice to the Company and may withdraw any claims and/or refrain from performing the Services on behalf of the Company. VAT IT shall not be liable for any Damages (defined in clause F (ii) below) suffered by the Company as a result thereof.

B. CONFIDENTIAL INFORMATION
i. The Parties shall hold in confidence all information of whatever nature, which has been or may be obtained by either of the Parties from the other, whether in writing or in electronic form or pursuant to discussions between the Parties, or which can be obtained by examination, testing, visual inspections or analysis, including, without limitation, scientific business or financial data, know-how, formulae, processes, sample reports, customer lists, price lists, findings, computer software, inventions or ideas, analyses, concepts, personal information, personal identity documents and other material prepared by or in possession or control of the recipient which contain or otherwise reflect or are generated from any such information as is specified in this clause (“Confidential Information”). Neither Party shall divulge the Confidential Information of the other Party to any person, including any of its employees, save for employees directly involved with the execution of this Agreement.

ii. The Parties shall prevent disclosure of the Confidential information, by the use of reasonable means, which are at least as stringent as those used to protect the Party’s own Confidential Information, except as may be required by law.

iii. Within six (6) months after the termination of this Agreement, for whatever reason, the recipient of Confidential Information shall return same or at the discretion of the original owner thereof, destroy such Confidential Information, and shall not retain copies, samples or excerpts thereof, other than for legal, audit and/or archival purposes.

iv. It is recorded that the following information will for the purpose of this Agreement, not be considered to be
Confidential Information:
a. Information known to either Party prior to the date that it was received from the other Party;

b. Information known to the public or generally available to the public prior to the date that it was disclosed by either Party to the other;

c. Information which becomes known to the public or becomes generally available to the public subsequent to the date that it was disclosed by either Party to the other, through no act or failure to act on the part of the recipient of such information; or

d. Information which either Party, in writing, authorises the other to disclose.

C. REVIEW OF FEES AND SET OFF
i. VAT IT reserves the right to review the fees in respect of the Services on an annual basis.

ii. Any payments due to VAT IT may be set off against any money due to the Company by VAT IT.

D. REPRESENTATIVES
i. VAT IT reserves the right to engage and utilise third-party representative/s to carry out a portion of the Services as and when required.

E. WARRANTIES
i. The Company warrants that:
a. it will not withhold any information and/or documentation necessary for VAT IT to perform the Services in terms of this Agreement;

b. all documentation and/ or information which it provides to VAT IT is, to the best of its knowledge, complete, unedited and both true and correct;

c. The success and timing of claims and shipments may be dependent on the relevant, complete and accurate information being provided by the Company to VAT IT. As such, the Company shall not be entitled to any Damages or any other compensation as a consequence of any delays, interference, inaccuracies, involvement in fraudulent activities and/or non-compliance in any VAT and/or tax related matters, caused by the Company or any information and/or documentation that is not provided and/or not timeously provided to VAT IT by the Company, whether intentionally or not.

ii. VAT IT warrants that:
a. the Services shall be carried out in a professional and workmanlike manner; and

b. it shall adhere, as far as reasonably practicable, to all time periods and/or limitations imposed by the relevant VAT and/or tax authorities.

iii. The Parties warrant that:
a. they have not been involved nor participated in and will not be involved nor participate at any time in tax avoidance, tax evasion, fraudulent activity and/or any non-compliance related to VAT and/or any other taxation matters; and

b. they have complied with all applicable laws, including but not limited to, government export controls, privacy and data protection laws, sanctions, embargos and anti-bribery laws.
iv. The findings, opinions and conclusions provided by VAT IT through its own advice or through any third party representatives do not profess to be facts or guarantees. VAT IT and such third party representatives shall not be held liable for any claims, liabilities, losses, costs, processing’s, Damages or expenses, arising out of or in connection with any action, undertaking or omission by the Company on the basis of the findings, opinions and/or conclusions provided to the Company by VAT IT or third party representatives.

v. The Company remains at all material times, responsible for any and all VAT related affairs. VAT IT cannot be held liable for the Company’s failure to ensure compliance with this clause.

vi. The warranties in this clause E shall not apply in the event that the breach of warranty is (i) a result of force majeure event and/or (ii) any data provided to VAT IT by the Company which is inaccurate, not up to date and/or falsely amended in any manner other than as required by law or industry practice.

F. LIABILITY
i. The Company shall indemnify and hold VAT IT and any of its affiliates harmless against any costs, claims, liabilities, Damages (whether direct, indirect or otherwise), penalties and/or charges suffered by the Company and/or VAT IT arising out of or in connection with the provision of the Services provided to the Company by VAT IT or any third party representatives as a result of:

a. any documentation and/or information which the Company provides to VAT IT, which is untrue, inaccurate, modified, out of date, incomplete or otherwise incorrect;

b. the Company’s VAT being erroneously declared or underpaid;

c. any negligent, misleading, fraudulent or dishonest acts or omissions by the Company;

d. any activity by the Company that constitutes tax avoidance or evasion;

e. the Company’s incorrect application and/or implementation of applicable VAT rules and/ legislation; and/or

f. any breach of this Agreement by the Company.

ii. Notwithstanding anything contrary in this Agreement, VAT IT ‘s entire liability to the Company and any third parties whether in contract, tort (including negligence) or otherwise in respect of any costs, claims, liabilities, damages (whether direct, indirect or otherwise), penalties and/or charges (“Damages”) arising out of or in connection with this Agreement in any twelve (12) month period shall not exceed the lesser of (i) the total amount of VAT IT’s fee charged to the Company for a period of twelve (12) months prior to the incident giving rise to the Damages or (ii) ten thousand pounds (£10,000.00).

G. FORCE MAJEURE
i. Neither the Company nor VAT IT shall be liable for any Damages, delays or failures to perform its obligations, to the exclusion of any of the Company’s payment obligations, as set out in this Agreement, arising from causes beyond its control, including but not limited to, acts of God or public enemies, acts of civil or military authority, labour disputes, fires, riots, wars or conditions of war, embargoes, accidents, epidemics, pandemics, floods or other unusually severe weather, closing or obstruction of highways, runways, bridges or ferries any of which have a material, substantial and adverse effect on either Party’s ability to perform pursuant to the terms of this Agreement (“Force Majeure Event”).

ii. The Party affected by a Force Majeure Event shall notify the other Party within twenty four (24) hours of it becoming aware of the existence of such Force Majeure Event. If such Force Majeure Event, is not remedied within ninety (90) days, the unaffected Party shall have the right to terminate this Agreement.

H. WAIVER
i. Failure, delay or neglect by VAT IT to enforce any of the provisions of this Agreement, including but not limited to any applicable remedies available to VAT IT, shall not be construed to be a waiver thereof or in any way affect the validity of the whole or any part of this Agreement or prejudice VAT IT’s rights to take any action it deems necessary.

I. SEVERABILITY
i. If any of the provisions of this Agreement are found by a court or any other competent authority to be void or unenforceable, such provision shall be deemed to be deleted from this Agreement and the remaining provisions of this Agreement shall remain and continue in full force and effect.

J. ASSIGNMENT
i. This Agreement shall not be assigned or otherwise transferred by either Party, in whole or in part, without the written consent of the other Party, provided that VAT IT shall have the right to assign this Agreement to any entity controlling, controlled by, or under common control with VAT IT.
ii. Notwithstanding the aforesaid, the Carriers (“Carrier/s” is defined as the service provider that VAT IT makes us of to assist with the fulfilment of the Logistics Services and/or Shipping Services), may assign all or any part of its rights and delegate its duties under this Agreement to a directly or indirectly owned subsidiary or affiliate of such Carrier.

K. GOVERNING LAWS AND DISPUTE
i. Any dispute, controversy or claim arising out of or relating to this Agreement, its interpretation, or the breach, termination or invalidity thereof, shall be referred to and finally resolved by arbitration in accordance with the Unicentral Arbitration Rules, which rules are deemed to be incorporated by reference into this Agreement. The appointing authority shall the be the London Court of International Arbitration. The number of arbitrators shall be three (3).

ii. The seat or legal place of arbitration shall be London. The language to be used in the arbitral proceedings shall be English.

iii. This Agreement is governed by the laws of England and Wales and the Parties agree to submit to the exclusive jurisdiction of the courts of England and Wales excluding its conflict of laws principles. Nothing in this clause K shall prevent the Parties from applying to the applicable courts for injunctive or other interim relief.

L. LANGUAGE
i. In the event that this Agreement is executed in English and any other language, the English version shall prevail.

M. INTELLECTUAL PROPERTY RIGHTS
i. Each Party shall retain the Intellectual Property Rights owned by them and nothing in this Agreement shall grant either Party any Intellectual Property Rights owned by the other Party. “Intellectual Property Rights” shall mean all present and future rights of any kind whatsoever and however embodied which may subsist or be capable of protection wherever in the world, including without limitation patents, trademarks, present and future rights of copyright in and to inventions, topography rights, rights in and to trade secrets, rights in and to trade names, business names, domain names and logos, rights in and to know-how, rights in and to databases (including rights of extraction), and all rights and forms of protection of a similar nature or having equivalent effect to any of them which may subsist or be capable of protection as at the Effective Date or thereafter wheresoever in the world, whether or not any of these are registered and including applications for any such rights or registration thereof and any goodwill related to or arising from such rights.

N. TERMINATION
i. The Services will be cancelled if either Party terminates the Services (individually or collectively) in writing by giving notice to the other Party at least 90 (ninety) days before the end of any Renewal Period (the “Termination Date”) (“Termination”). The Company is not permitted to terminate the Services during the Initial Period unless mutually agreed to between the Parties in writing (“Early Termination”).

ii. In the event of Termination of the Services (individually or collectively) VAT IT shall be entitled to charge the Company for all fees accrued, as at the Termination Date, in relation to any and all such Services performed by VAT IT prior to the Termination Date.

iii. Either Party may terminate this Agreement with immediate effect, at any time if:
a. The other Party commits a material breach of this Agreement which is irremediable or which (if remediable) is not remedied within fourteen (14) days (other than a Saturday or Sunday) on which the banks are ordinarily open for business in the United Kingdom (“Business Days”) of receiving written notification of such breach; or

b. The other Party becomes or is deemed insolvent, has a receiver, administrator or manager appointed to the whole or any part of the Company, makes any composition or arrangement with its creditors or an order or resolution is made for the Company’s dissolution or liquidations (other than for the purposes of solvent amalgamation or reconstruction), or takes or suffers any similar or analogous procedure, action or event in consequence of debt in any jurisdiction.

O. MODERN SLAVERY, ANTI-BRIBERY, ANTI-CORRUPTION, ANTI-MONEY LAUNDERING, COUNTER-TERRORIST FINANCING, FRAUD AND ANTI-FACILITATION OF TAX EVASION
i. Each Party (inclusive of its officers, directors, employees, representatives’ agents and sub-contractors for the purposes of this clause O), undertakes to: a) comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption, anti-money laundering, anti-facilitation of tax evasion, tax evasion, fraud, counter-terrorist financing, anti-slavery and human trafficking, including, but not limited to, the UK Bribery Act 2010, the U.S. Foreign Corrupt Practices Act of 1977, the UK Criminal Finances Act 2017 and the UK Modern Slavery Act 2015 (together, “Relevant Requirements”); b) have in place and enforce throughout the term of this Agreement policies and procedures to ensure proper compliance with the Relevant Requirements (“Relevant Policies”); and c) not engage in any activity, practice or conduct which would cause either Party to be in breach of the Relevant Requirements or the Relevant Policies.

ii. Each Party warrants and represents as follows: a) it has not been convicted of any offence under the Relevant Requirements; b) It is not a government official or is owned or controlled, directly or indirectly, by any government or government official; or c) no government or government official has any direct or indirect legal or beneficial interest in any payments made under this Agreement.

iii. Each Party shall notify the other Party immediately if at any time any of the warranties it gives in Clause O(ii) above cease to be true and correct.
iv. Breach of this clause O shall be deemed a material breach of this Agreement entitling the aggrieved Party to terminate this Agreement with immediate effect upon written notice to the other Party. VAT IT may withdraw and/or refrain from submitting any pending claims for the Company and shall not be liable for any Damages suffered by the Company as a result thereof.

P. MISCELLANEOUS
i. Failure by the Company to raise any concerns regarding any invoiced amount within 14 (fourteen) days of receipt thereof shall be deemed to be a waiver of any claims and/or disputes raised by the Company in relation to the invoiced amount in question.

TERMS & CONDITIONS- CORE SERVICE:

Q. LIABILITY
i. Where the Company ships goods and the total value of the relevant shipment is below £50 (or such value that VAT IT may determine and communicate to the Company from time to time), the Company may elect not to utilise the necessary Shipment Due Diligence Service at its own discretion. In this regard, should the Company not to elect the Shipment Due Diligence Service it will notify VAT IT in writing of same.
ii. Should the Company elect not to utilise the Shipment Due Diligence Service provided by VAT IT, VAT IT shall not be held liable for any claims, liabilities, losses, costs, proceedings, Damages or expenses arising out of or in connection with any action, undertaking or omission by the Company relating to the Shipment Due Diligence Service.

R. INVOICING AND PAYMENT
i. VAT IT will invoice the Company in accordance with the fee/s and charges due to VAT IT as set out in this Agreement for the Core Service. The invoice will be payable within 30 (thirty) days from the date of the invoice.

S. EFFECT OF TERMINATION
i. In the event that the Parties agree to the Early Termination, VAT IT shall remain entitled to payment of the Core Service fees that would be due and payable for the proceeding twelve (12) months.

ii. Termination of the Core Service will lead to the termination of the Agreement in its entirety, inclusive of all other Services elected by the Company.

The Core Service terms and conditions must be read in conjunction with the Logistics Service and/or Shipping Service terms and conditions, as set out below, in so far as they relate to the Shipping Service.

TERMS & CONDITIONS- CUSTOMS SERVICE

T. COMPANY OBLIGATIONS
i. The Company undertakes to:
a. not include any item listed as prohibited goods under the European Union (“EU”) legislation in any shipments, or any item subject to licensing control, or quota unless otherwise agreed to between the Parties.

b. provide VAT IT with a signed Power of Attorney in order to enable VAT IT to obtain the relevant licenses required.

U. LIABILITY
i. Any taxes payable at importation will be the sole responsibility of the Company. It is hereby understood that full payment of such amounts whether by way of import duties or any other import levy, will be paid by the Company either via a forwarding agent or any other person charged with the responsibility of presenting an import declaration in the EU. Payment of such taxes for the imports is entirely the Company’s responsibility and the Company agrees to exculpate VAT IT in respect of any claim made against it by any third party (whether or not a taxing authority) as a consequence of an underpayment of such taxes or as a result of the performance of its duties hereunder.

ii. Should a customs authority or any other authority seek to levy a fine or any other penalty against VAT IT or make a claim against VAT IT in respect of any penalty, whether or not successfully prosecuted, VAT IT will be entitled to a full indemnity, not only in respect of the amount claimed, but in respect of reasonable expenses in defending or opposing such a claim.
iii. VAT IT shall not be held liable in the event of any impounding or seizure of the Company’s goods at import by any authorised authorities.

V. INVOICING AND PAYMENT
i. VAT IT will invoice the Company in accordance with the fee/s and charges due to VAT IT as set out in this Agreement for the Customs Service. The invoice will be payable within 30 (thirty) days from the date of the invoice.

W. EFFECT OF TERMINATION
i. In the event that the Parties agree to the Early Termination, VAT IT shall remain entitled to payment of the Customs Fee’s which would be due and payable for the proceeding twelve (12) months.

TERMS & CONDITIONS – LOGISTICS SERVICES AND/OR SHIPPING SERVICES AS MAY BE APPLICABLE:

X. LOGISTICS SERVICES AND/OR SHIPPING SERVICES RATES AND PAYMENT
i. In the vent that the Company has not been granted credit by VAT IT, the Logistic Service and/or Shipping Service fee/s and charges are payable by the Company upon the receipt of a proforma invoice prior to a waybill being generated for shipment. Should the shipment be of such a nature that it requires VAT IT, via its Carriers, to facilitate the duties and taxes upon customs clearance, the proforma invoice shall include a cost estimate which will also need to be paid before a waybill is generated for shipment. The final invoice will be issued within ten (10) days of final delivery of the shipment and any underpayment by the Company will need to be settled upon presentation of the invoice to the Company. Any overpayment will be credited to the Company and will be set off against the Company’s next shipment. The Company shall receive a statement reflecting any underpayment or overpayment periodically.

ii. Rates quoted to the Company by VAT IT are based on those provided by the Carriers’ and are subject to the Carrier’s standard terms and conditions of carriage. VAT IT’s operating process does not include any non-standard or tailored services, such as but not limited to dedicated transport temperature-controlled vehicles and facilities, enhanced customs services or on-site services, unless otherwise agreed upon between the Parties in writing.

iii. The Rates are calculated by the Carriers based on information supplied by the Company, particularly taking into consideration the Logistics Service to be performed, the nature, weight, and volume of the goods to be carried and the routes as well as on the basis that shipment flows are as per the incoterms provided.

iv. The rates for transportation, Logistics Service and/or Shipping Service, and surcharges are based on a shipment volume and/or revenue commitment per month. In the event of a shortfall on the projected shipment volume or on the committed revenue (for all or for a specific product) and/or in the event of a substantial change in the volume, weight or destination mix, the Carriers and in turn VAT IT, reserve the right to revise the rates at any time upon prior written notice to the Company.

v. The initial rates quoted are based on indicative costing only and subject to change at the time of actual shipment depending on additional costs, space availability, acceptance by the Carrier, currency fluctuations, final weight and dimensions being received. VAT IT has the right to claim any additional fees necessary as a result of the aforementioned fluctuations.

vi. Shipments will be charged according to the higher of the actual weight or volumetric (dimensional) weight. The Company may request the volumetric weight information from VAT IT prior to shipment. Volumetric weight factors vary according to the type of transport such as air freight, ocean, road or express and will affect the rates quoted.

vii. Rates are exclusive of value-added tax (“VAT”), sales taxes (or any equivalent thereof), customs duties and taxes, any customs stops, storage, detention or demurrage fees that might be applicable, use of Carrier’s or customs broker/agent’s deferment account fees, clearance into/from bonded warehouse fee, provision of relevant certificates by the Company as well as any other government taxes imposed with respect to the provision of Logistics Service.

viii. In the event that the Company incurs customs duties, customs stops, storage or detention fees or other government taxes imposed as a result of the shipment, these charges plus an administration fee will be billed directly to the Company.

ix. All charges are due before the Logistics Service is performed unless otherwise agreed to in advance between the Parties. VAT IT has the right to demand prepayment or guarantee of the charges at the time of request for the Logistics Service by the Company. A failure to pay timeously will result in the Company having to pay in advance for any future Logistics Service requested by the Company.

x. In the event of non-payment by the Company VAT IT retains the right to hold the Company’s goods until payment is received.

xi. If a credit card is provided to VAT IT for payment, VAT IT is authorised to bill such credit card for any unpaid charges for Services provided to the Company, including charges for return shipping.

xii. In the event that goods are withheld by customs authorities, the Company will still be liable to pay over freight, VAT, duties and other stoppage fees related to the shipment.

xiii. Unless otherwise requested by the Company, all fees related to the Logistics Service are quoted in Great British Pounds (“GBP”).

Y. UNFORESEEN ADDITIONAL CHARGES
i. Additional charges related to optional services and unforeseen surcharges are billed in accordance with the industry standards in effect at the time the shipment booking was made. Additional charges are paid in addition to the rates calculated in accordance with clause X (the “Rates”) and apply whenever any optional service is requested, or a surcharge is imposed.

ii. Any additional governmental or regulatory charge applicable to the Logistics Service which result in increased costs, will be passed on to the Company and included in an invoice issued by VAT IT.

iii. VAT IT reserves the right to apply surcharges to recover costs associated with temporary emergency situations beyond its control which could not have been reasonably foreseen at the commencement of this Agreement. These surcharges will apply in addition to the Rates.

iv. The shipment of goods to or from remote areas may result in additional charges.

v. If the Company is negligent in: i) providing inaccurate input of its packages’ weight and/or dimensions, ii) packaging its goods in such a way that the provided measurements are distorted, or as a result of requiring the Shipment of uniquely shaped packages, the Company may incur additional handling charges and further increases to the billable weights and final transportation rates. The Company will be liable for the aforementioned additional charges and/or increased Rates.

Z. FUEL SURCHARGE
i. A Fuel Surcharge will apply to the Rates. A “Fuel Surcharge” for purposes of this Agreement shall mean an extra fee, determined as a percentage of the base rate, charged by the Carriers to allow for the fluctuating costs of fuel.
ii. The Carriers may from time to time elect to revise its fuel surcharges based on monthly or weekly average spot prices of US Gulf Coast (USGC) kerosene type jet fuel, as reported by the US Department of Energy or on the most suitable national measure of diesel prices, whichever is applicable.

AA. GENERAL PRICE INCREASE
i. The Rates are subject to adjustment in accordance with the Carrier’s annual change to its published Rates in each country.

ii. Rates are subject to the Carrier’s applicable surcharges as well as seasonal surcharges and public holiday surcharges. The Carrier can impose a surcharge at their own discretion. Such surcharge will be passed on to the Company and included in the invoice issued by VAT IT.

BB. CURRENCY
i. Where the Parties agree to invoice in a different currency from the currency in which the Carrier quoted, the rates shall be converted to the agreed billing currency at the floating currency exchange rate prevailing at the time of the delivery date of the shipment.

CC. HIGH INFLATION
i. In the event that the annual inflation rate of the country for which the rates are quoted exceeds 5 % (five percent), VAT IT shall be entitled to adjust the Rates applicable to said country upon prior notice to the Company.

DD. PARTNER COMPANIES
i. The Rates are exclusive to the Company and any majority-owned subsidiaries of the Company and other related entities, which can be added to this Agreement upon mutual written agreement between the Parties. The Rates provided cannot be extended to third parties.

EE. ONLINE SHIPPING TOOLS
i. The Company shall purchase or procure the Logistics Service and/or Shipping Service provided by VAT IT using VAT IT’s online platform to which the Company will be given access by VAT IT.

ii. The Company shall not require the manual processing, recording, labelling or invoicing of shipments, unless otherwise agreed upon between the Parties.

FF. WARRANTIES
i. The Carriers shall have no liability whatsoever (including negligence or otherwise) to the Company or any other party relying on any information provided by the Company, in the event that the information is shown to be inaccurate, misleading or out-of-date.

ii. The Company shall indemnify and hold VAT IT harmless for any loss or damage arising out of Company’s failure to comply with the following warranty and representation:
a. The Company has obtained all necessary consents in relation to personal data provided to VAT IT including receiver’s data as may be required for transport, customs clearance and delivery, such as location addresses, e-mail address and phone numbers.

GG. RESTRICTED COMMODITIES
i. This Agreement shall not be applicable to items that are prohibited from being shipped by law or the Carrier’s terms and conditions. The These items include, but are not limited to, alcohol, money, explosives, human corpses or body parts, cash on delivery shipments, firearms, plants and seeds, perishables, pornography, hazardous waste, dead or live animals and goods deemed as dangerous by VAT IT.

ii. In the event that VAT IT finds that the shipment includes any of the above-mentioned restricted items, VAT IT retains the right to hand over the restricted items to the respective authority.

iii. The Company takes responsibility for any information provided and warrants that the goods are within the correct regulations. The Company will be liable and agrees to indemnify VAT IT for any costs, penalties or fines which may be incurred if any shipment is found to violate clause GG (i) and for any legal costs that VAT IT incurs in connection with such violations.

HH. RESTRICTIONS
i. Package size and weight restrictions may differ depending on the regulations of the country that the package is to be shipped to or according to the Carrier’s terms and conditions. It is the responsibility of the Company to ensure that the package size and weight falls within the applicable regulations or terms and conditions.

II. ADVANCE NOTICE IN CASE OF UNEXPECTED VOLUME
i. The Company shall give VAT IT at least twenty-four (24) hours advance written notice of any known or anticipated Package Volume Surges. A “Package Volume Surge” is when the Company tenders packages which substantially exceed the number, type, size, and/or weight of packages tendered, on average, for such account by the Company throughout the prior year. In such event, VAT IT may, at its sole option, either accept such packages subject to waiver of commitment times or decline to accept such packages without further obligation of any kind to the Company.

JJ. LIMITATION OF LIABILITY
i. Each Carrier utilized by VAT IT has separate conditions of carriage which are incorporated herein by reference. These conditions of carriage limit and in certain circumstances exclude the Carrier’s liability for loss, destruction, damage and delay and require claims to be made within strict time limits. VAT IT is acting as an agent only and does not accept any responsibility for Damages suffered by the Company as a result of the utilization of the Carriers or any third parties.

ii. VAT IT will have no liability for any delay or failure in performance of its obligations where such delay or failure is as a result of matters outside its reasonable control.

KK. EXTENDED PRODUCT COVERAGE AND ADDITIONAL CARGO INSURANCE
i. By electing to receive the Extended Product Coverage (the “EPC”) the Company agrees to all related terms and conditions as set out by the applicable Carrier as well set out in this Agreement. The Carriers reserve the right to refuse to provide EPC for certain types of goods.

ii. Notwithstanding the aforesaid, the Company will not be eligible to receive shipment protection, if they already have insurance on the goods being shipped.

iii. The Company’s election to opt out of the EPC needs to be indicated to VAT IT prior to collection of each shipment.

iv. The Company may request VAT IT to obtain additional cargo insurance from the Carrier. The cargo insurance shall be subject to the Carrier’s terms and conditions or the Carrier’s insurer’s terms and conditions which the Company agrees to be bound by.

v. Once a shipment has been booked, the Company shall not be entitled to opt out of the additional cargo insurance.

LL. EFFECT OF TERMINATION
i. Furthermore, in the event of Termination by the Company of the Logistics and Shipment Service, VAT IT shall be entitled to proceed with the shipment of any goods that have been prepared or are in the process of being prepared by VAT IT prior to the Termination Date and VAT IT reserves the right to charge the Company the relevant fee/s set out in Schedule A in respect thereof.

ii. Once a shipment has been approved in writing by the Company, the shipment cannot be terminated by the Company. Should the Company still wish to terminate the shipment, the Company will be held liable for the full cost of the shipment, unless mutually agreed by both parties.

MM. MISCELLANEOUS
i. It is the Company’s responsibility to provide any license, certificate or permit required in order for VAT IT to provide the Logistic Service and/or Shipping Service.

ii. The transit times communicated to the Company by VAT IT are estimated and subject to Covid-19 impact, market conditions, availability and customs delays.

iii. Product/s HS codes for import and export should be supplied by the Company at the time of rates request unless otherwise agreed to between the Parties.

TERMS & CONDITIONS- IMPORT VAT RECOVERY SERVICE

NN. INVOICING AND PAYMENT
i. Foreign VAT Service: VAT IT will pay the Company the full amount of the Refund/s received less the relevant fee/s and charges due to VAT IT as set out in this Agreement. Such payment will be made to the Company within 60 (sixty) days of VAT IT identifying and assigning the Refund/s to the Company. In the event that the Company is legally obligated to receive the Refund/s directly, the Company undertakes to notify VAT IT within 30 (thirty) days of receipt of the Refund/s, whereafter, VAT IT will invoice the Company for the fee/s and charges due to VAT IT as set out in this Agreement. Invoices shall be paid by the Company to VAT IT within 60 (sixty) days from the date of the invoice.

ii. Domestic VAT Service: VAT IT undertakes to provide the Company with a claim schedule of the Local Claim/s after carrying out the Services. Thereafter, VAT IT will invoice the Company in accordance with the fee/s and charges due to VAT IT as set out in this Agreement. The invoice will be payable within 60 (sixty) days from the date of the invoice.

iii. In addition to the fee/s set out in Schedule A to this Agreement, VAT IT will also be entitled to deduct and/or invoice any disbursements, bank or handling charges, currency charges and third party services/fiscal representation fees incurred by VAT IT when providing the Services.

iv. If the Company elects to perform any part of the Services on its own behalf and/or through any third party in relation to invoices contained in a claim in which VAT IT has commenced the provision of the Services, VAT IT is entitled to charge the Company the relevant fee/s and charges as set out in this Agreement in respect of any amount which is subsequently received by the Company for such invoices.

v. If the Company fails to provide VAT IT with any documents and/or information required to lodge and/or appeal a VAT and/or tax refund and/or to perform the Services within the time frames set out by the relevant VAT and/or tax authorities, and/or where the Company withdraws claims/invoices for whatever reason, VAT IT reserves the right to charge the Company relevant fee/s and charges as set out in this Agreement .

vi. The Company shall immediately notify VAT IT of any deregistration in a particular jurisdiction and/or its intention to deregister in a particular jurisdiction, failing which, VAT IT reserves the right to charge the Company the relevant fee/s and charges as set out in this Agreement for the Domestic VAT Service.

vii. VAT IT will be entitled to all interest received from the VAT and/or tax authority.

OO. EFFECT OF TERMINATION
i. In the event of Early Termination of the Import VAT Recovery Service by the Company, a cancellation penalty of VAT IT’s fee/s of any claims which could have been and were not submitted during the Initial Period and which VAT IT reasonably believes to be refundable will be due and payable by the Company on the Termination Date.

ii. The Company undertakes to pay VAT IT its fee/s and charges as set out in this Agreement, which arise from:
a. VAT IT providing the Foreign VAT Service whereby a claim is submitted by VAT IT to the relevant VAT and/or tax authority, prior to the Termination Date, which is subsequently refunded or partially refunded; and/or

b. VAT IT providing the Domestic VAT Service whereby prior to the Termination Date VAT IT submits a claim schedule to the Company which sets out the Local Claims and the VAT IT invoice relating thereto is only issued to the Company post the Termination Date.

iii. Furthermore, in the event of Termination or Early Termination of the Agreement by the Company, VAT IT shall be entitled to proceed with the submission of any claims that have been prepared or are in the process of being prepared by VAT IT prior to the Termination Date for the Foreign VAT Service. VAT IT reserves the right to charge the Company the relevant fee/s and charges as set out in this Agreement for the Foreign VAT Service.

iv. With regards to the Domestic VAT Service, in the event of Termination or Early Termination of the Agreement by the Company, VAT IT shall be entitled to complete the Domestic VAT Service with regards to any claim schedule/s that have been prepared or are in the process of being prepared by VAT IT prior to the Termination Date and accordingly VAT IT reserves the right to charge the Company the relevant fee/s and charges as set out in this Agreement for the Domestic VAT Service.

PP. MISCELLANEOUS
i. The Company is responsible for furnishing VAT IT with all documentation, information, invoices and/or access to its expense management system, which may be necessary for the performance of the Services, within 45 (forty-five) days of the applicable deadline imposed by the relevant VAT and/or tax authority, or such period as may be communicated to the Company by VAT IT from time to time. VAT IT shall not be held liable for any Damages suffered by the Company as a result of the Company failing to timeously furnish VAT IT with any and/or all such documents, information, invoices and/or access to its expense management system.

ii. VAT IT cannot warrant or guarantee that the Services, in isolation and in totality, will result in partial or full Refund/s and/or successful Local Claim/s.

TERMS & CONDITIONS – COMPLIANCE SERVICE

QQ. GUARANTEE
i. Upon execution of this Agreement and upon VAT IT’s request the Company shall be required to provide VAT IT with (i) a single bank guarantee and/or (ii) a cash deposit into a designated account for a pre -agreed amount (“Secured Amount”). VAT IT shall hold the Secured Amount as security in the event that the Company is unable to honour its VAT obligations in respect of the Compliance Service. The Secured Amount shall be calculated based on the Company’s activities in the jurisdictions where VAT IT and/or a nominated representative act as Fiscal Representative (defined in clause SS (i) (a) below).

ii. The Secured Amount shall be retained until such time as the Compliance Services is terminated in accordance with the terms of this Agreement. Should the Parties terminate the Compliance Service for whatever reason in accordance with the terms set out herein, the Secured Amount may, at VAT IT’s discretion, be released and/or returned in full or in part within six (6) calendar months after the termination of the Compliance Service and/or deregistration of the Company for VAT purposes, whichever comes earlier.

RR. COMPANY OBLIGATIONS
i. The Company warrants that it will not withhold any documentation and/or information necessary for VAT IT to provide the Services in terms of this Agreement.

ii. The Company undertakes to:
a. Provide VAT IT with a complete set of documents, information and/or any other data as required by the relevant VAT and/or tax authority and/or VAT IT for the purposes of enabling VAT IT to submit and successfully perform the Services. The complete set of documents must be submitted to VAT IT within sixty (60) days from the Effective Date, or such other time period as may be communicated to the Company by VAT IT;

b. Provide VAT IT with all the necessary documentation and/or information required by the relevant VAT and/or tax authority to enable VAT IT to prepare and submit the Company’s VAT Return timeously. The Company undertakes to provide VAT IT with the required information at least ten (10) Business Days prior to the deadline date for the filing of VAT and other statutory returns, unless otherwise agreed with VAT IT in writing;

c. Make all payments due to the relevant VAT and/or tax authority and/or VAT IT within the time periods enforced by said VAT and/or tax authority and/or VAT IT;

d. Where the Company requests Services in France, Italy and/or Spain and the Company is not established within the European Union and/or the United Kingdom then, payment of the Company’s VAT liability and/or penalty must originate from a VAT IT bank account. In this instance, the Company must make payment to VAT IT within five (5) Business Days of receipt of written request for payment by VAT IT, unless otherwise agreed with VAT IT in writing. The Company must ensure that the payment is correctly referenced and easily identifiable to VAT IT; and

e. Ensure that it takes all reasonable steps to keep a record of and adhere to all mandatory deadlines imposed by VAT IT and/or the relevant VAT and/or tax authority.

SS. VAT IT OBLIGATIONS
i. VAT IT undertakes to:
a. By itself or through a third party appointed by VAT IT in certain jurisdictions (as may be required) (“Third Party”) provide the Services to the Company; and/or act as either (i) the Company’s local VAT agent, where required by law, for the purposes of the Company’s obligations arising in relation to the submission of VAT Returns, and those obligations necessary for the timeous payment of VAT amounts due (“Tax Agent”) or (ii) as a tax registered company acting as the local VAT representative on behalf of the Company, where required by law, for the purposes of the Company’s obligations arising in relation to the submission of VAT Returns, and those obligations necessary for the timeous payment of VAT amounts due (“Fiscal Representative”) as and when required in terms of this Agreement and/or any relevant legislation;

b. Provide the Services as set out in this Agreement with due care and skill and within the time frame stipulated by the relevant VAT and/or tax authority;

c. Subject to clause RR (ii)(d) above, submit the Company’s VAT Return and timeously make the corresponding payment on behalf of the Company to the relevant VAT and/or tax authority upon receipt of payment by the Company;

d. Submit the Company’s VAT Return and/or statutory reports provided that (i) where required, the Company provides proof of payment of its VAT liability due to a relevant VAT and/or tax authority and/or VAT IT; or (ii) it is determined by VAT IT that the Company is required to file a VAT Return where there is no taxable transaction to be declared by the Company in a specified VAT period (“Nil VAT Return”). Where a VAT lability is payable by the Company, VAT IT will not file the said VAT Return until it receives such proof of payment from the Company. VAT IT will not be liable for any penalties and/or other charges and/or any Damages that directly arise as a result of the late or unfiled VAT Return. If any VAT liability is due by the Company, VAT IT shall provide the Company with reasonable notice thereof to enable the Company to timeously settle such VAT liability prior to the deadline for submission of the VAT Return; and/or

e. In circumstances where the Company does not meet the deadline imposed in clause RR (ii)(b) above, endeavour to use reasonable and commercial efforts to provide the Submission Services to the Company however, in these circumstances, VAT IT cannot ensure the timeous provision of the Submission Services and therefore shall not be held liable for any penalties and/or late filing fees that stem therefrom.

TT. MATTERS RELATING TO MISSING TRADER
i. In the event that VAT IT requests the Company to provide, inter alia, documents, information, reports and/or any other information required for VAT IT to prepare and calculate the VAT Returns, and the Company fails to respond within thirty (30) Business Days of such request (“Missing Trader”), VAT IT will be entitled to terminate its mandate with the Missing Trader within 5 (five) Business Days written notice.

ii. VAT IT cannot be held liable for the information not being provided to it and therefore being precluded from submitting the VAT Returns timeously.

iii. The Missing Trader has no claim for Damages against VAT IT for non-performance in terms of this Agreement.

UU. INVOICING AND PAYMENT
i. Any costs which stem from the provision of the Services, including but not limited to, the authentication of documents, disbursements, bank charges and/or currency charges (“Additional Costs”) incurred by VAT IT and/or the Company in the provision of the Services, shall be for the Company’s account in addition to the fees mentioned in Schedule A.

ii. The aforementioned fees and Additional Costs are exclusive of taxes. The Company undertakes to pay VAT IT, in addition to the aforementioned fees and Additional Costs, all taxes and duties (including withholding taxes, VAT, Goods and Services Tax or any other equivalent indirect tax applied and/or any other taxes, to the exclusion of income taxes), as and where may be applicable, imposed on VAT IT. The aforementioned fees shall be subject to annual review and upon written notice to the Company, reasonable adjustment from the beginning of each Renewal Period.

iii. VAT IT shall issue invoices (together “the Invoices”) in the following manner:
a. Registration Service:
• Immediately upon execution of this Agreement.
b. Submission Service:
• The annual fee as set out in Schedule A shall be invoiced in equal monthly instalments in advance on the first (1st) day of every month.
c. Historic VAT Return Service:
• Half of the amount to be invoiced upon execution of the Agreement and thereafter the outstanding amount upon completion of the historic VAT work.
d. Special Service:
• Upon completion of the Special Service.

iv. The Invoices shall be issued in the currency set out in Schedule A to this Agreement. Duly submitted and valid Invoices shall be due and payable by the Company within fourteen (14) Business Days of the date of the Invoices. Any Invoice/s, issued under the terms above, must be paid in cleared funds in full into the provided bank account of VAT IT. Without prejudice to VAT IT’s other rights or remedies, in the event that the Invoices remain unpaid for more than thirty (30) days after the presentation thereof, interest will be payable in addition and charged on a monthly basis at a rate of five percent (5%) above the Bank of England base interest rate until full payment in cleared funds is received by VAT IT.

v. In the event that VAT IT determines that the Company requires services not listed herein, VAT IT shall provide a quotation for the scope of additional work in writing. All additional fees and services to be rendered must be confirmed in writing by the Company prior to commencement of work and such an undertaking will be treated as an addendum to this Agreement. The payment terms for the additional work shall be subject to the same terms of this Agreement.

VV. EFFECT OF TERMINATION
i. In the event that the Parties agree to the Early Termination, VAT IT shall remain entitled to payment of the amounts due, owing and payable to VAT IT, as set out in Schedule A, within fourteen (14) days of the mutually agreed to Termination Date.

ii. In the event that the Company terminates the Agreement prior to the completion of any Special Service/s by VAT IT, VAT IT shall be entitled to finalise any Special Service/s that it had commenced working on, as at the date of termination. Notwithstanding the completion of the Special Service/s, VAT IT shall be entitled to its fee in relation thereto.

WW. LIABILITY
i. Where VAT IT acts negligently in the preparation and/or submission of a VAT Return, which results in a late filing, VAT IT shall be held liable for any late penalties or interest payments which stem directly therefrom and will not charge the Company for any extra time required to make amendments and/or corrections to the VAT Return.

ii. In the event that the Company provides the required accurate data within the time periods set out in clause RR (ii)(b), in the correct format for efficient submission by VAT IT; and VAT IT fails to file the VAT Return and/or any other statutory report before the requisite deadline, VAT IT shall be held liable for any late penalties or interest payable which emanate directly therefrom.

XX. SPECIAL SERVICES
i. Prior to VAT IT undertaking any Special Service on behalf of the Company, VAT IT undertakes to provide the Company with a written quotation of estimated fees (including an estimation of hours). Thereafter upon acceptance and confirmation of the fee and scope of work, in writing by the Company, VAT IT shall undertake to perform the Special Service.

YY. CANCELLATION OF REGISTRATION
i. In the event that the Company ceases to trade, and/or a taxable business activity no longer exists in a selected jurisdiction and the Company submits proof of same to VAT IT, then the Company shall be entitled to cancel its VAT registration. In the event that the Company elects to cancel its VAT registration, the Company shall pay VAT IT a deregistration fee in the amount set out in Schedule A, whereafter VAT IT shall attend to deregister the Company’s VAT Registration and formally withdraw as either Tax Agent and/or Fiscal Representative as and where may be applicable.

ZZ. MISCELLANEOUS
i. VAT IT, in the provision of the Compliance Services shall solely rely upon the accuracy of written statements and information given to it by the Company together with the applicable prevailing legislation at the time of providing the Services.

TERMS & CONDITIONS- ADVISORY SERVICE

AAA. INVOICING AND PAYMENT
i. VAT IT will invoice the Company in accordance with the fee/s and charges due to VAT IT as set out in this Agreement for the Advisory Service. The invoice will be payable within 30 (thirty) days from the date of the invoice.

BBB. EFFECT OF TERMINATION
i. In the event that the Parties agree to the Early Termination, VAT IT shall remain entitled to payment of the amounts due, owing and payable to VAT IT, as set out in Schedule A, within fourteen (14) days of the mutually agreed to Termination Date.