Terms & Conditions
Customer Terms for the Ddispatch Declaration Service
This document sets out the terms and conditions (the“Agreement”) in relation to the Ddispatch Customs Declaration Service thatDdispatch
provides for use by the Customer of these Customs Services.These terms and conditions set forth the terms and conditions and thereby
the legal agreement that applies to you in availing of theDdispatch Services. They govern your use of all websites, devices or mobile
applications that we operate and the services we provide toyou through our platform. We will provide a copy of these terms and
conditions to you in writing and / or by email, togetherwith all materials referred to in it, when you become a Customer,or at anyother
time upon request. You must accept these terms andconditions on becoming a Customer, and agree to be bound by the terms and
conditions of this Agreement, as they may be amended fromtime to time in the future. If you do not agree to these terms and conditions
then you may not use the services.
1. Definitions
The following words and expressions have the followingmeanings in these Terms:
Business Day means any day other than a Saturday, Sunday orbank or public holiday.
Charges mean the charges payable by the Customer in respectof the Customs Services and which are set out at clause 15 and the
schedule to these terms.
Conditions means these terms and conditions as amended fromtime to time in accordance with clause 19;
Confidential Information has the meaning set out in clause22(2).
Contract means the contract between Ddispatch and theCustomer for the supply of Ddispatch Services in accordance with theseConditions
Customer means the person or legal entity who purchasesDdispatch Customs Declaration Services via the Ddispatch Service and who has
agreed to enter into an Agreement with Ddispatch for theseservices according to the clauses described in these Terms.
Ddispatch means Ddispatch Technologies Limited, a companyregistered in Ireland under Certificate Number 597199;
Ddispatch Customs Declaration Service means all the servicesprovided by Ddispatch Technologies Limited under the description of “Ddispatch”as
detailed in clause 4;
Ddispatch Service means the Ddispatch Customs DeclarationService.
Declaration means the customs declaration either created bythe Customer and submitted by the Customer to Ddispatch via the Online
System;
DP Legislation means the General Data Protection Regulation(EU 2016/679) (“GDPR”), the Data Protection Act 2018 and any legislation
which amends, re-enacts or replaces these legal instrumentsfrom time to time. The definitions and interpretations in the DP Legislation
apply to this Agreement and in particular clause 17.
Online System means the Ddispatch on-line system via whichthe Customer prepares and submits their Declaration.
Order means the Customer’s order for Ddispatch Services asset out in the Customer’s enquiry via the Online System and the acceptance of
Ddispatch’s quotation by the Customer’s use of the system.
Personal Data has the meaning set out in clause 17.
2. About Ddispatch
(1) Ddispatch Technologies Limited (Ddispatch) hasregistered with Irish Revenue for the provision of customs declarationprocessing services
(EORI number IE3861628IH).
(2) Ddispatch provides customs declaration processingservices through its Online System to entities that are importing and
exporting physical goods (Customs Declaration Services).
(3) Ddispatch does not provide advice. Whilst Ddispatch mayprovide information about customs requirements and related matters, it
is not allowed to provide advice on any aspect of customsrequirements. Any decision the Customer makes regarding the content or
nature of their customs declaration is made solely on theCustomer’s own judgment. Ddispatch does not take the Customer’s specific
circumstances into account and the Customer should obtainseparate advice, if necessary.
(4) Ddispatch’s company details are as follows:
Ddispatch Technologies Limited is a private limited companyregistered in Ireland under company registration number 700359.
· Ddispatch Technologies Limited’s registered office is at
The Victorians,
15-18 Earlsfort Terrace,
Dublin, Dublin 2, Ireland
D02 YX28information about Ddispatch is available fromthe Ddispatch website at: www.Ddispatch.com.
3. Law Applying to this Agreement
This Agreement shall be governed by, and interpreted inaccordance with, the laws of Ireland. Ddispatch and the Customer agree tosubmit
to the exclusive jurisdiction of the Irish courts toadjudicate and determine any claim, dispute or other matter (whethercontractual or
otherwise) arising out of or in connection with thisAgreement.
4. Basis of Contract and Main characteristics of our Serviceto our Customer
(1)The Customs Declaration Service enables the Customer toinstruct Ddispatch to submit a customs declaration to a tax authority on its
behalf, via Ddispatch’s Online System, retain copies ofrelevant supporting documentation and carry out relevant follow-upcommunications
relating to the customs declaration.
(2) The Order constitutes an Offer by the Customer topurchase Ddispatch Services in accordance with these Conditions at the pricequoted
by Ddispatch to the Customer via its Online System.
(3) These Conditions apply to the Contract to the exclusionof any other terms that the Customer seeks to impose or incorporate, or which
are implied by law, trade custom, practice or course ofdealing.
(4) Any quotation given by Ddispatch shall not constitute anoffer, and is only valid for a period of 5 Business Days from its date ofissue.
5. Customer’s Obligations
(1) The Customer shall
· Ensure that the terms of the Order are complete andaccurate
· Ensure that the Goods meet all regulatory, legal andcompliance standards and are permissible for export and import.
· Cooperate with Ddispatch in all matters relating to theContract
· Obtain and maintain all necessary licences, permissionsand consents which may be required for Ddispatch Services for it to process
and declare the Order.
(2) Where a Customer has requested to use the DdispatchService, the Customer wil be provided with a unique username and
password which will enable the Customer to access the OnlineSystem and create a Customer Profile.
(3) The Customer may be required at the sole discretion ofDdispatch to provide security information to authenticate themselves when
they contact the customer support team.
(4) Profile Creation: to create a Customer profile andregister for the Customs Service, the Customer must
a. Log on to the Ddispatch website;
b. Pay the Registration Fee if applicable;
c. Complete the registration form and provide the CustomerInformation set out below at (3); and
d. Acknowledge the Agreement, and are fully bound by theterms thereof.
(5) Customer Information: The following Customer informationis required in order to create a Customer profile and will be
required in order to avail of the Customs Service:
Mandatory Customer information
· EORI Reference
· VAT Reference
· TAN Account Number
· Deferred Payment Enabled
· Type of activity (imports and/or exports)
Supplementary Customer Information regarding relevantauthorisations held by the Customer includes:
· AEO Authorisation
· VAT Free Authorisation
· Inward Processing authorisations
· Outward Processing relief authorisations
· End Use authorisations
· Customs Warehousing
· HPRA Licenses
· Entry Into the Declarant Records (EIDR)
· Import Simplified process
(6) For the avoidance of doubt, completion of the processpursuant to this clause 5 and the requirements of the Online system does not
guarantee or imply that this will result in a successfulprocessing of a complete customs Declaration. The responsibility for all the
information inputted, and the claim made, rests solely withthe Customer.
6. The Customs Service:
(1) To avail of the Customs Services and prepare and submitDeclarations via the Online System the Customer logs in to the Online System
using their respective username and password.
(2) The Customer creates a Declaration via the Online Systemusing the information required as described in clause 5 as well as any
additional required information particular to the relevantshipment such as quantity, value and transport details. The Customer is fully
responsible for the document, must review the same, mustcheck and amend any errors before submission of the Declaration. The
Customer acknowledges that the submission of incomplete orincorrect information may lead to delays or penalties, resulting in loss or
damage for the Customer. Where in the opinion of Ddispatchstaff, incomplete, unclear or incorrect information has been given in a
Declaration, Ddispatch may refuse to submit the declarationto customs authorities on behalf of the Customer (see also clause 8).
(3) The Customer may contact the Ddispatch customer supportteam to address queries relating to the Customs Service. The Customer may
be required to provide security information to authenticatethemselves when they contact the customer support team.
(4) By clicking the submission button on the Online System,the Customer consents to the terms and conditions of this Agreement in the
submission of the Declaration and for Ddispatch to reviewthe Declaration and to submit the Declaration to the customs authority in
accordance with the terms of this Agreement. The Declarationis then pending submission to the customs authorities.
(5) Ddispatch may at its discretion, refuse to accept aDeclaration for any reason whatsoever. If we are unable to accept aDeclaration, we
will inform you of this by email and we will not submit yourDeclaration to the customs authorities.Ddispatch may contact the Customer to
verify or obtain additional information and documentationrelating to a Declaration that has been submitted to Ddispatch via the Online
System.
(6) Ddispatch will provide confirmation to the Customer viathe Online System (together with the relevant customs transaction ID) when a
Declaration has been submitted to the customs authorities.
(7) The Customer shall inform Ddispatch promptly if theybelieve that any information contained in a Declaration that it has submittedto the
customs authorities via Ddispatch is incorrect.
7. Time of Receipt of a Declaration by Ddispatch
(1) Ddispatch will treat a Declaration as having beenreceived by it at the time at which the Customer submits the Declaration inaccordance
with the terms of this Agreement (the “Time of Receipt”).
(2) If the Time of Receipt of a Declaration pursuant toparagraph 1 is on a non-Business Day or if it is received after 5pm (IrishTime) on a
Business Day, the Declaration shall be deemed to have beenreceived on the next following Business Day.
8. Cancellation or Amendment of customs declaration
(1) The Customer can cancel or amend a Declaration at anytime before its submission to the customs authorities by contacting the
Ddispatch customer support team. Ddispatch may charge theCustomer if, at the Customer’s request, Ddispatch cancels or amends aDeclaration
that has already been submitted to the customsauthorities.It is the Customer’s sole responsibility to ensure that aDeclaration is complete
and accurate.
9. Duties
(1) The Customer remains responsible for full settlement incleared funds of any customs duties (plus any applicable charges) owed to the
customs authorities (the “Duties”) under the applicable laws
(2) The Customer is responsible for ensuring that it hasadequate funds in its TAN account to discharge any Duties owed to the customs
authorities.
(3) The amount of any Duties owed by the Customer is decidedby the customs authorities in their absolute discretion. Any calculation of
Duties in the Online System is an estimate, which may besubject to review and/or change by the customs authorities. Ddispatch does not
accept any responsibility for the final calculation orpayment of Duties, which are calculated by the customs authorities under their
statutory authority.
10. Execution time for Submission of Declarations toAuthorities
(1) The execution period shall commence at the Time ofReceipt.
(2) Ddispatch will endeavour to process Declarations within24 hours of the Time of Receipt during a Business Day. Declaration times may
exceed 24 hours during periods when high volumes ofDeclarations are being processed. Large Declarations or Declarations containing
supplementary information may take more than 72 hours to beprocessed.
(3) The execution period is suspended where Ddispatch isawaiting further information from the Customer or where Ddispatch has declinedto
submit a Declaration to the customs authorities or whereRevenue have an issue with the declaration and their service (currently called
Revenue E-Customs support) is not available to resolve theissue.
11. Refusal of execution
(1) Where Ddispatch declines to submit a Declaration to thecustoms authorities,Ddispatch shall inform the Customer thereof without delay,
but in any case within the period set out in clause 10. Itmay do so through the Online System or by telephone. When doing so, Ddispatchis
under no obligation to state the reasons for the refusal.Ddispatch may indicate ways in which errors that led to the refusal can berectified
by the Customer. Ddispatch will not contact the Customer orprovide reasons for any refusal of execution if it would be unlawful to do soor
if Ddispatch reasonably considers that it would compromiseits security procedures. Where Ddispatch’s refusal to execute a Declaration is
reasonably justified, Ddispatch may in its discretion,impose a separate charge for notifying the Customer of that refusal. If theCustomer
considers that the reason(s) which led to Ddispatch refusingthe Declaration no longer apply, the Customer may contact Ddispatch in writing
and request that the Customs Services be resumed.
(2) If Ddispatch is unable to process a Declaration, itshall inform the Customer thereof without delay.
12. Disclaimer
(1) The transmission of information via the internet is notcompletely secure. Although Ddispatch applies measures to protect
Customer Information, it cannot guarantee the security ofCustomer Information, personal data or Declaration data transmitted
to it and any such transmission is at the Customer’s ownrisk.
(2) To the extent permitted by law, Ddispatch is notresponsible for any delays, delivery failures, or any other loss or damageresulting
from:
· the transfer of data over communications networks andfacilities, including the internet, or
· any delay or delivery failure on the part of any otherservice provider not contracted by Ddispatch, and the Customer
acknowledges that the Customer’s use of the Online System(including the creation of a user account, and the creation of
Declarations) may be subject to limitations, delays andother problems inherent in the use of such communications
facilities. Ddispatch cannot guarantee or take anyresponsibility for the absolute prevention of cyber-attacks such as
hacking, spyware and viruses. Accordingly, the Customer willnot hold Ddispatch liable for any unauthorised disclosure, loss
or destruction of declaration data arising from such risks.
13. Transmission of Declaration data
(1) When submitting a Declaration to the customsauthorities, Ddispatch shall transmit the Declaration to the customsauthorities via our
own Ddispatch software interface and, if necessary, a thirdparty software interface. The transmission of Declaration data shall be subjectto
the terms of clause 12 above .
14. Unauthorised or incorrect Declarations
(1) The Customer shall inform Ddispatch without delay onfinding that a Declaration was unauthorised or executed incorrectly on their
behalf.
(2) The Customer will be responsible for any losses incurredas a result of an unauthorised or incorrect Declaration submitted using their
security credentials and the error was due to incorrect orinsufficient information given to Ddispatch.
(3) Ddispatch will not be responsible for losses arisingfrom an unauthorised or incorrect Declaration submitted by or on behalf of the
Customer.
(4) The Customer will not be responsible for any losses thatarise as a result of an unauthorised Declaration if the loss was caused by an
employee, agent or branch of Ddispatch or of any entity towhich Ddispatch’s activities were outsourced.
15. Charges and Settlement
(1) The Charges in respect of the Customs Services shall bethe amount stated on the Order The Customer shall be fully bound to discharge
the Charges and accept the terms and conditions hereof.
(2) The Customer is obliged to pay and shall discharge allDuties, taxes or costs which the Customer is liable to pay and which the
Customer does not settle with or through Ddispatch.
(3) If the Customer requests Ddispatch to provide additionalinformation or materials which Ddispatch is not required by law to provide,
Ddispatch may ask the Customer to pay a reasonableadministration fee to cover any costs incurred. Ddispatch shall advise theCustomer of
any such fee at the time the Customer makes the request forsuch additional information or materials.
(4) Our Charges are exclusive of VAT. Where VAT is payablein respect of any service provided by Ddispatch to you, you must pay us such
additional amounts in respect of VAT, at the applicablerate, at the same time as you pay the Charges.
(5) Settlement for all charges must be made via the OnlineSystem or the Ddispatch website. All charges are Non Refundable.
16. Mistakes or Complaints
(1) Ddispatch confirms that the Customs Services will beprovided using reasonable care and skill. If the Customer feels that Ddispatchhas not
provided the standard of service the Customer expects, or ifDdispatch makes an error, the Customer will inform Ddispatch of the matter in
writing. If the Customer makes a complaint ,Ddispatch aimsto resolve it as quickly as possible and to the Customer’s reasonablesatisfaction.
Any complaint should be made to Ddispatch’scustomer supportfunction via the contact details listed below.
17. Personal Data
(1) This clause 17 applies to personal data(i.e. informationthat can be used, directly or indirectly, alone or in combination with anyother
information, to identify an individual including, forexample, name, contact details, identification or verificationinformation)provided
toDdispatchin connection with the Customs Servicesabout (a)the Customer or Customer Client (where the Customer or Customer Client is
an individual), which the Customer or any other person makesavailable to Ddispatch pursuant to this Agreement and / or (b) any other
person which the Customer makes available to Ddispatchorthat Ddispatch may otherwise process pursuant to this Agreement (together
“Personal Data”).
(2)Where Ddispatch acts as a Controller, Ddispatch shallperform the Customs Services in accordance with the DP Legislation. If theCustomer
or Customer Client is an individual, Ddispatch’s PrivacyPolicy, available on the Ddispatch website [Ddispatch.com/gdpr-data-protection/]applies
to Ddispatch’s processing of the Personal Data. If theCustomer or Customer Client is not an individual, Ddispatch’s Privacy Policyapplies to
Ddispatch’s processing of any Personal Data that theCustomer (or any other person) provides to Ddispatch or that Ddispatchotherwise
processes under this Agreement in connection with theCustoms Services. Ddispatch may update their Privacy Policy from time to time.
When it does so, Ddispatch will communicate any changes tothe Customer and publish the updated Privacy Policy on the Ddispatch website.
Ddispatch would encourage the Customer (and/or affectedpersons) to visit the Ddispatch website regularly to stay informed of thepurposes
for which Ddispatch processes the Personal Data.
(3) The Customerhereby confirms, covenants, acknowledges andwarrants that, where the Customer provides Ddispatch with Personal Data
or special categories of personal data relating to otherpeople, the Customer has obtained valid consent and done all other thingsrequired
under the DP Legislation (including informing the personabout the content of Ddispatch’s Privacy Policy and/or providing them with acopy
of same); to disclose the Personal Data to Ddispatch inconnection with the Registration and the Customs Services.
(4) Where Ddispatch processes the Personal Data as aController, Ddispatch shall:
· treat the Personal Data as confidential;
· process the Personal Data only to the extent, and in sucha manner, as is necessary:
(a) for Ddispatchto provide the services under thisAgreement and/or
(b) for Ddispatch’s reasonable business purposes (aninexhaustive list of which is specified in Term 17(6) below).;
· process the Personal Data in compliance with allapplicable laws, enactments, regulations, orders, standards and any amendments
to same;
· implement appropriate technical and organisationalmeasures to protect the Personal Data against unauthorised or unlawful
processing and against accidental loss, destruction, damage,alteration or disclosure, and
· take reasonable steps to ensure that the staff process thesame in accordance with the terms of the Agreement, who have access to
such Personal Data.
(5) Ddispatch may use the Personal Data and disclose it tothird parties or to other companies in the Ddispatch group who facilitate orsupport
our business without the Customer’s consent for any of thefollowing purposes:
· To provide the Customs Services to the Customer inaccordance with this Agreement and to communicate with the Customer about
the Customer’s account;
· To fulfil Ddispatch’s legal, regulatory and/or complianceobligations;
· For risk assessment, statistical, trend analysis andplanning purposes;
· To enforce Ddispatch’s rights under this Agreement ifnecessary.
We will only make such a disclosure where it is required inconnection with such purposes and in compliance with applicable Data
Protection Legislation, or required by any statutoryauthority or as required from time to time by any statutory authority.
(6) We may supply some of the Personal Data to the customsauthorities in order to complete the Customs Service. If the customs
authority is outside the EEA then that supply may include atransfer of the Personal Data to a country outside the EEA.
(7) When using Ddispatch services, the Customer will takereasonable steps to ensure that the Customer and the Customer’s employees,
agents and contractors do not input, upload or disclose toDdispatch any irrelevant or unnecessary information about individuals.
(8)The Customer and Ddispatch will each maintain, and willrequire their respective Processors to maintain, appropriate physical,technical
and organisational measures to protect the Personal Dataagainst accidental, unauthorised or unlawful destruction, loss, alteration,
disclosure or access (“Data Breach”). The Customer will,without undue delay, tell Ddispatch of any actual or suspected non-trivial Data
Breach relating to the Personal Data that may also impact usor the security of our systems, products or services.
(9) Upon request and subject to this Term 17, each party tothis Agreement shall provide the other with information relating to its
processing of the Personal Data and such assistance asreasonably required for the other to satisfy its obligations under DPLegislation.
18. Communications between Ddispatch and the Customer
(1) From time to time, Ddispatch may need to contact theCustomer about the Customs Services. Ddispatch may contact the Customer using
any contact details the Customer has provided Ddispatchincluding post, email and phone. The Customer should ensure that the
arrangements for receiving communication via these channelsare safe.
(2) Ddispatch will not be responsible for any failure tocontact the Customer or if Ddispatch sends information to the wrong addressand/or
email address and/or fax number, using details the Customerlast provided. Ddispatch may charge the Customer their reasonable costs of
finding the Customer if the relevant contact details are notkept up-to-date.
(3) Where notice “in writing” is required under thisAgreement, it may be sent by post or by email to the addresses/numbersspecified
under this Agreement.
(4)A notice or other communication is deemed to have beenreceived:
a. if delivered personally, on signature of a deliveryreceipt or at the time the notice is left at the proper address;
b. if sent by pre-paid express post or other next workingday delivery service, at 9.00 am on the second working day after posting; or
c. if sent by email, at 9.00 am the next working day aftertransmission.
In proving the service of any notice, it will be sufficientto prove, in the case of a letter, that such letter was properly addressed,stamped
and placed in the post and, in the case of an email, thatsuch email was sent to the specified email address of the addressee.
(5) Ddispatch will correspond and communicate with theCustomer in English.
19. Changes to this Agreement
(1) Ddispatch may change this Agreement in accordance withthis clause
(2) Ddispatch will inform the Customer about a change orother matter in writing (i.e. by post or email) or in another way that will besent or
given to the Customer specifically. Ddispatch recommendsthat the Customer saves for its own records, copies of communications(including
electronic communications) from Ddispatch and received fromDdispatch directly. If the Customer is not happy with any changes thatDdispatch
proposes to make, the Customer can end this Agreementimmediately (and Ddispatch will not charge the Customer for terminating the
Agreement in these circumstances). If the Customer does notend this Agreement before the proposed changes take effect, the Customer
will then be bound in full by the terms and conditions andthis Agreement shall be amended to incorporate the new terms and conditions.
(3) There are certain circumstances where Ddispatch may givethe Customer shorter notice or where the Customer will not be informed
about the changes at the time or after they are made. Thismay happen where:
· The change is in the Customer’s favour;
· The change is required under law or regulation by aparticular date and there is no time to give the Customer notice of same;
(4) Any amendment shall not be retrospective or affect anyrights or obligations that the Customer or Ddispatch already have under this
Agreement.
20. Limitation of Liability
(1) To the extent permitted by applicable law, Ddispatchshall not be liable to the Customer whether in contract, tort (includingnegligence),
for breach of statutory duty, or otherwise, arising under orin connection with the Agreement for (a) loss of profits; (b) loss of business;(c)
loss of data, revenue, goodwill or anticipated savings; or(d) any indirect or consequential loss or damages.
(2) In preparing and submitting customs DeclarationsDdispatch relies on the correctness of all documentation, whether in written or
electronic format, and all information furnished by theCustomer; the Customer shall use reasonable care to ensure the correctness ofall
such information and shall indemnify and hold Ddispatchharmless from any and all claims asserted and/or liability or losses sufferedby
reason of the Customer's failure to disclose information orany incorrect, incomplete or false statement by the Customer, representative
or contractor upon which the Company reasonably relied. TheCustomer agrees that the Customer has an affirmative non-delegable duty
to disclose any and all information required to import,export or enter the goods.
(3) Subject to Clause 20(1) and 20(2) our total liability toyou arising under or in connection with the Agreement, whether in contract,tort
(including negligence), breach of statutory duty, orotherwise, will be limited to the total Charges paid by the Customer under theterms of
this Agreement and shall be strictly limited to that amount.
(4) This clause 20 will survive termination of theAgreement.
21. Termination
(1) This Agreement will continue until the Customer orDdispatch ends it in accordance with the terms of this clause 21. The Customeris not
entitled to a refund of any charges paid to Ddispatch priorto termination of the Agreement.
(2) Terminate for Convenience
· The Customer may end this Agreement by giving Ddispatchone month’s notice in writing. .
· Ddispatch may end this Agreementby notifying the Customerupon not less than two months’ notice in writing.
(3) Termination in Specific Circumstances
The Customer may terminate this Agreement immediately whereDdispatch has materially or repeatedly broken any Terms of this
Agreement and failed to resolve such a breach within areasonable period having been notified of the same by the Customer.
(4)Ddispatch may terminate this Agreement immediately where:
(a) it is required to take action to comply with the law orbecause a court or other appropriate authority directs it to act in that way;
(b) it is reasonably of the view that such action isnecessary to avoid breach by Ddispatchof any legal requirement or to avoidaction from any
government, regulator or appropriate international body;
(c) the Customer has materially or repeatedly broken thisAgreement; (d) the Customer made any statement when applying to become a
Customer which is false or misleading in a material respect;
(e) it is reasonably of the view or reasonably suspectsthat: there has been fraud or other suspicious activity involving anytransaction
(including if Ddispatch reasonably suspects that theCustomer or a Customer Client has used or obtained or is using or obtaining, ormay use
or obtain, the Customs Service illegally, fraudulently orimproperly, or that someone else acting on the Customer’s behalf may do so);
there has been a breach of security (including if Ddispatchconsiders the integrity of any client credentials has been compromised in any
way); there has been unauthorised or fraudulent use (orattempted unauthorised or fraudulent use) of the Online System; or Ddispatch is
uncertain whether an instruction has in fact been given bythe Customer;
(f) the Customer has failed to settle with Ddispatch anymoney the Customer owes Ddispatch when due and in accordance with theprovisions
of this Agreement;
(g)If any of the following events occurs:
· a petition is presented for a bankruptcy order to be madeagainst the Customer or any of relevant partner(s) of the Customer;
· a resolution is passed for the Customer’s voluntarywinding-up or for the voluntary winding-up of any body corporate which
constitutes one of the Customer’s members;
· a petition is presented for the Customer’s winding-up orfor the winding up of any body corporate which constitutes one of the
Customer’s members;
· an application as made for the appointment of an Examineris presented against the Customer or any body corporate which
constitutes one of the Customer’s members;
· Revenue Attachment Order as attached to the bank accountsis presented against the Customer or any body corporate which
constitutes one of the Customer’s members;
· notice of intention to appoint an administrator is issuedor notice of appointment of an administrator is filed with the court in
relation to the Customer or any body corporate whichconstitutes one of the Customer’s members;
· an examiner is appointed over the Customer;
· any other insolvency proceedings are commenced against theCustomer or any body corporate which constitutes one of the
Customer’s members; or
· anything analogous to any of the events specified aboveoccurs under the laws of any other applicable jurisdiction;
(h) if the Customer dies or becomes of unsound mind;
(i) if the Customer dissolves or ceases to trade; theCustomer threatens to cease to carry on all or part of its business; theCustomer makes
an application in connection with a moratorium or a proposalto creditors for a voluntary arrangement or takes any action (including
entering into negotiations) with a view to readjustment,rescheduling, forgiveness or deferral of any part of the Customer’sindebtedness;
or any such analogous action to any of the foregoing istaken in any jurisdiction;
(j) it is reasonably of the view that a mistaken Declarationhas been executed; or
(k) it is reasonably of the view that there is a factualerror in a Declaration or the Customer’s instruction is unclear or the Customerhas
failed to provide the information required to handle aDeclaration.
(5) If the Customer becomes aware of the occurrence of anyevent referred to in clause 21(4), the Customer agrees to give Ddispatchnotice
of such event immediately.
22. Other
(1) Intellectual Property. All intellectual property rightsin or arising out of or in connection with the Customs Service will be owned by
Ddispatch.
(2) Confidential Information.The Customer and Ddispatchagree to keep all information or data of the other which is disclosed orotherwise
comes into its possession directly or indirectly as a resultof the Agreement and being of a confidential nature including, withoutlimitation,
commercial, financial, marketing, technical or otherinformation which is of value to its owner, know-how, trade secrets and other
information in any form or medium whether disclosed beforeor after the date of the Agreement, together with any reproduction of such
in whole or in part (“Confidential Information”)confidential at all times, to use it solely for the purposes of the performanceof its
obligations under the Agreement and not to disclose theConfidential Information to any third party, subject to disclosure which is
required by reason of law or statutory or other regulation,or the request of any competent regulatory or governmental authority and
subject to disclosure of the Confidential Information whichis required in connection with the implementation and performance of the
Agreement provided that in respect of such disclosureconfidentiality requirements at least as stringent as are set out herein areimposed
on any person to whom any such disclosure is made anddisclosure is made on a need to know basis only. This clause 22 (2) shall notapply
to information which was in the public domain or which wasreceived by a party to the Agreement from a third party free from
confidentiality
(3) Third party rights. This Agreement is between theCustomer and Ddispatch. No other person has any rights to enforce any of itsterms, or
take any cause of action against Ddispatch as a result ofthe services being provided under this Agreement.
(4) Severance. Every paragraph of these Terms operatesseparately. If any portion of these Terms is deemed unlawful, void or
unenforceable by any court or competent jurisdiction orrelevant authority but only that portion is deemed to be unlawful or
unenforceable, then they shall be stricken from these termsof agreement and the remaining paragraphs will remain in full force and
effect.
(5) Waiver. If we do not insist that you perform any of yourobligations under the Agreement, or if we do not enforce our rights against
you, or if we delay in doing so, that will not mean that wehave waived our rights against you or that you do not have to comply with those
obligations. If we do waive any rights, we will only do soin writing, and that will not mean that we will automatically waive any right
related to any later default by you.
(6) Assignment and Transfer: We may assign or transfer ourrights and obligations under the Agreement to another entity but will always
notify you in writing or if this happens.