Schedule B - Terms and Conditions

Guidance

General

Definitions

1.1 Agreement means this legally binding Agreement between HMRC and the Purchaser for the provision of Reports, and includes all relevant documents, including the Schedules and these terms and conditions, determining the rights and obligations of the parties.

1.2 Data means information held on the Customs Declaration Service (CDS) and previously supplied to HMRC by the Purchaser. Data provided to the Purchaser in any Report shall be in accordance with the specified content of the relevant Report requested.

1.3 Point of Acceptance means receiving Data from and including the calendar month the Agreement is made on.

1.4 Purchaser means the company that is party to this Agreement, the individual who is to purchase the Reports, its agents, employees, and legal representatives.

1.5 Standard Report means any of the four reports produced by HMRC from CDS as outlined in the report description document on gov.uk.

1.6 “Relevant Data Protection Laws” means (i) the Data Protection Act 2018; (ii) the GDPR, the Law Enforcement Directive (Directive EU 2016/680) and any applicable national implementing Laws as amended from time to time; (iii) any other applicable Laws relating to the processing of personal data and privacy; and (iv) all applicable guidance, standard terms, codes of practice and codes of conduct issued by the Information Commissioner and other relevant regulatory, supervisory and legislative bodies in relation to such Laws.

Entire Agreement

2.1 This Agreement, including the schedules and these terms and conditions, constitutes the entire Agreement between the parties. Any amendments other than those covered by Schedule A Paragraph 1.11 must be agreed in writing by both parties.

Communications

3.1 Any communication arising from this Agreement shall be sent via email to the addresses stipulated in the Agreement. Each party undertakes to inform the other of any change of name, address or any other such details relating to the Agreement.

Confidentiality and Security of Data

4.1 Neither party shall divulge the terms of this Agreement to any third party. This provision shall not restrict the Purchaser disclosing the terms of this Agreement to any person or body employed as an agent by the Purchaser provided that the Purchaser has previously confirmed such an appointment to HMRC in writing.

4.2 Each party shall treat as confidential all information obtained from the other party in connection with this Agreement and shall not disclose or permit the disclosure of, nor otherwise make available, any of the information contained in any Standard Report in whole or in part to any other person without obtaining prior written consent from the other Party.

4.3 The Purchaser may only request Reports pertaining to its own company, as named in the Agreement, and Reports pertaining to companies within its own VAT registration group.

4.4 HMRC will not knowingly provide Data, not otherwise covered by the Agreement, relating to any third party unless authorisation is received by the Purchaser.

Statutory regulations and obligations

Relevant Data Protection Laws

1.1 The Purchaser shall comply with the requirements of the Relevant Data Protection Laws. If the Purchaser fails to comply with any provisions of this condition, then HMRC may terminate the Agreement with immediate effect.

1.2 The provisions of this condition shall apply during the continuance of the Agreement and indefinitely after its expiry or termination.

Prevention of Corruption and the Bribery Act 2010.

2.1 The Purchaser shall comply with all applicable laws relating to bribery, corruption and fraud including the provisions of the Bribery Act 2010 and shall not offer or give any gift or consideration of any kind as an inducement or reward, to any employee or representative of HMRC, with the intention of influencing him/her in connection with this Agreement.

Compliance with Value Added Tax and other Tax Requirements.

3.1 The Purchaser shall at all times comply with the Value Added Tax Act 1994 and all other statutes relating to direct or indirect taxes. Failure to comply may constitute a fundamental breach of the Agreement and HMRC may exercise the right to terminate the Agreement with immediate effect.

Patents, Information and Intellectual Property Rights

4.1 It shall be a condition of the Agreement that Data supplied by the Purchaser will not infringe any patent, trade mark, registered design, copyright or other right in the nature of intellectual property of any third party and the Purchaser shall indemnify HMRC against all actions, suits, claims, demands, losses, charges, costs and expenses which HMRC may suffer or incur as a result of or in connection with any breach of this Condition. This indemnity shall not apply to the extent that the Purchaser is in breach of the terms of this Agreement due to HMRC’s fault.

4.2 All intellectual property rights (including ownership and copyright and rights affording protection similar to copyright whether registered or unregistered) in any instructions, patents, inventions, designs or other material:

(a) furnished to or made available to the Purchaser by HMRC shall remain the property of HMRC

(b) made for the Purchaser for use, or intended use, in relation to the performance of this Agreement shall belong to HMRC, and the Purchaser shall not and shall procure that the Purchaser's employees, servants, agents, suppliers and sub-contractors shall not without prior written consent of HMRC, use or disclose any such intellectual property and intellectual property rights, or any other information (whether or not relevant to this Agreement) which the Purchaser may obtain except information which is in the public domain.

4.3 The provisions of this Condition shall apply during the continuance of this Agreement and indefinitely after its expiry or termination.

Control of the agreement

Assignment

1.1 Neither party will assign this Agreement without the prior written consent of the other party.

Liability

2.1 HMRC shall not be liable for the security of any Reports requested by the Purchaser to be transmitted by email via the Internet.

2.2 HMRC shall not be liable for the accuracy of the Reports which are produced on the basis of Data provided by the Purchaser and declared to CDS.

Payment

Payment Terms

1.1 The Purchaser shall make Payment within 30 days of receipt of an invoice.

Default in payment

2.1 If the Purchaser fails to pay the full amount of the purchase price within the time specified in D1.1, HMRC reserves the right to withhold a Report or not to provide any further Reports until full payment of the applicable invoice has been made. If payment is still not made following a further demand from HMRC then HMRC reserves the right to terminate the Agreement in respect of any or all future requests for Reports by the Purchaser.

Termination and law

Termination

1.1 HMRC shall have the right at any time to give notice to the Purchaser to immediately terminate this Agreement in the event that:

a) the Purchaser commits a fundamental breach of any of the terms of this Agreement;

b) the Purchaser commits a breach which is capable of remedy and is unable to remedy such a breach within 30 days of being requested by HMRC to do so; or

c) the Purchaser is declared bankrupt, wound up, or in receivership.

1.2 HMRC may terminate this Agreement on one month’s notice to the Purchaser if for any reason it is not viable for HMRC to continue to produce the Reports.

Break

2.1. The Purchaser may terminate this Agreement at any time by giving HMRC one month’s written notice.

Law

3.1 This Agreement is subject to, and interpreted in accordance with English Law, and shall be subject to the jurisdiction of the English Courts.