Fulfilment Terms of Service (Asyad)

These Fulfilment Terms of Service form a supplementary set of conditions to those identified here: General Primis Terms of Use and cover the provision of Fulfilment Services to the Company by the Third-Party Provider Asyad Express.

1. General

1.1. Definitions:

Capitalised terms used in these Special Terms and not otherwise defined shall have the meaning given to them in the General Terms of Use:

Authority means any duly constituted legal or administrative entity, which exercises jurisdiction or has authority within any nation, state, municipality, port, or airport.

Delivery means the Delivery of the Goods to the end customer of the Company.

Company means the Company as referenced within the Agreement.

Primis means Primis Communications Limited, acting solely as a reseller and agent for the Fulfilment Services, and any of its direct or indirect subsidiaries, affiliates, or associates.

Dangerous Goods means goods, which are or may become dangerous, hazardous, noxious, inflammable, explosive or which are or may become liable to damage any property or person whatsoever.

Fees means all freight, costs, fees, expenses, commissions, duties, penalties, taxes, surcharges and/or charges payable to PRIMIS in respect of the Fulfilment Services and in accordance with the applicable tariff (if any) and/or these Terms of Service.

Force Majeure Event means any circumstance or event not foreseeable, and even if foreseeable, it is not within a Party’s reasonable control, and could not be avoided if such Party was acting as a reasonable and prudent person. Force Majeure Event includes but is not limited to acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination or sonic boom; any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, revoking or failing to grant a necessary license or consent; collapse of buildings, fire, explosion or accident; any labor or trade dispute, strikes, industrial action or lockouts; and interruption or failure of utility service.

Fulfilment Services means the logistics and fulfilment services related to the Goods, including but not limited to loading, packing, transporting, carrying, unloading, unpacking, warehousing, storage, and Delivery, which are procured and resold by Primis to the Company and are performed by a Third-Party Provider.

Goods means the whole or any part of the cargo and any packaging accepted from the Company.

Information means data, messages, advice, and/or information (including electronic data) in any form.

Information System refers to any software, website, portal, and information processing technologies provided by PRIMIS for use to the Company in connection with the Fulfilment Services.

Instructions means a statement of the specific requirements from the Company, an Authority and/or any other Person entitled to give them.

Agreement means the Agreement entered into between the parties for the Fulfilment Services

Personal Data has the meaning given to it in the Primis Data Processing Agreement (https://primis.cx/primis-data-processing-agreement).

Premises shall mean the premises used to deliver the Fulfilment Services.

Rates means the fees charged for Fulfilment Services provided by Third-Party Providers to the Company, as updated from time to time in accordance with the provisions of these Special Terms. These Rates shall be communicated directly to the Company by Primis, either by inclusion in the relevant Agreement or through a separate rate sheet or fee schedule provided to the Company prior to the commencement of such Services.

Subcontractor includes charterers and operators of vessels, stevedores, terminal and groupage operators, road rail and air transport operators, forwarding agents, warehousemen, and any independent contractors and agents employed by the Third-Party Provider in the performance of the Fulfilment Services and any direct or indirect subcontractors, servants and agents thereof, whether in direct contractual privity or not.

Term means the Term of the Agreement

Terms of Service means these Fulfilment Terms of Service as may be amended from time to time in accordance with the terms hereof.

Third-Party Provider shall have the same meaning as defined within the General Terms of Use and under these Special Terms specifically references Asyad Express having places of business in Oman and Dubai.

Transport Method means any packing case, pallet, container, flat rack, platform, trailer, or other method used in connection with the carriage of Goods by land, sea or air.

1.2. In the event of any conflict between the provisions of this Agreement the following order of precedence shall apply:

1.2.1. The Agreement and any Special Terms contained within it;

1.2.2. These Terms of Service; and

1.2.3. The provisions of Appendix 1 which apply to Delivery Fulfilment Services.

1.3. Headings in this Agreement are for ease of reference only and shall not affect the interpretation of any provision.

1.4. Unless the context requires otherwise, references to the singular shall include references to the plural and vice versa.

1.5. Where the Company uses or accesses any Information System operated by Primis then Primis’s user terms as published on the relevant Information System or available upon request from Primis shall take precedence over these Terms of Service.

2. Fulfilment Services

2.1. Primis has procured and resells the Fulfilment Services to the Company, which Fulfilment Services shall be supplied by one or more Third-Party Providers, in accordance with the provisions of the Agreement and these Terms of Service. In selecting the Third-Party Provider, Primis warrants that all reasonable care and skill was used in selecting the Third-Party Provider used to perform the Fulfilment Services in accordance with good industry practice.

2.2. Primis shall forward all reasonable Instructions given to it by the Company to the Third-Party Provider provided such Instructions are compatible with the specification of Fulfilment Services provided in the Agreement.

2.3. In supplying the Fulfilment Services, the Third-Party Provider shall:

2.3.1. use reasonable care and skill in performing the Fulfilment Services in accordance with good industry practice;

2.3.2. perform the Fulfilment Services in accordance with the service description set out in the Agreement;

2.3.3. comply with all applicable laws, statutes, regulations and codes from time to time in force.

2.4. The Third-Party Provider shall ensure that the Premises are always maintained at normal temperature and that a proper record of the temperature recording system is always in place and functioning at all times.

2.5. The Third-Party Provider shall maintain an accurate and timely record of all inventories stored in the warehouse and furnish the statement to the Company as requested by the Company.

2.6. The Third-Party Provider shall be entitled to perform the Fulfilment Services itself or subcontract any portion of the Fulfilment Services to any Subcontractors as deemed appropriate. The Third-Party Provider shall be entitled to perform the Fulfilment Services itself and/or enter into Subcontracts:

2.6.1. where identified as an in scope Service within the Agreement, for the Delivery of Goods (and any other Fulfilment Services) by any route or method to the Company end customer;

2.6.2. for the storage, packing, transshipment, consolidation, deconsolidation, loading, unloading, or handling of Goods at any location, whether on land or at sea, and for any duration; and

2.6.3. for the carriage of Goods in whichever Transport Method is deemed appropriate or with other goods of any kind; and to take any actions that the Third-Party Provider deems as appropriate for delivering its obligations under these Terms of Service.

2.7. The Third-Party Provider (or its Subcontractors) may act in the name of and on the behalf of the Company when dealing with Authorities on behalf of the Company in relation to customs requirements, taxes or licenses, however responsibility for ensuring that appropriate custom requirements, licences etc shall remain with the Company at all times.

2.8. The Third-Party Provider shall be entitled to depart from the Company’s Instructions in any respect if in the reasonable opinion of the Third-Party Provider there is good reason to do so in the Company’s interest.

3. Delivery

3.1. Unless otherwise agreed in writing, the Third-Party Provider does not undertake that the Goods or any documents shall depart, arrive, or be available on particular dates or take a particular route.

3.2. Instructions relating to the delivery of Goods against payment or surrender of a particular document shall be in writing and subject to prior written approval.

3.3. For the purposes of Delivery related Fulfilment Services only, the provisions of Appendix 1 to these Terms of Service shall apply.

4. Obligations of Company

4.1. The Company and any individual acting on the Company’s behalf shall give lawful, sufficient, and executable Instructions as required in order to support the delivery of the Fulfilment Services to the Company.

4.2. The Company shall promptly provide all information required in order to enable the Third-Party Provider to perform the Fulfilment Services for the Company and comply with all laws, regulations as applicable to the Goods.

4.3. The Company shall not deliver to the Third-Party Provider or cause the Third-Party Provider to deal with or handle any Dangerous Goods. Any Dangerous Goods which have been delivered in breach of this clause, and in the opinion of the Third-Party Provider constitutes a risk to other goods, property, people or health many at the sole discretion of the Third-Party Provider , and without notice to the Company, shall be destroyed at the expense of the Company and without any liability to the Third-Party Provider .

4.4. The Company warrants that:

4.4.1. it is either the owner or the authorised agent of the entity owning or entitled to possession and / or control of the Goods;

4.4.2. it acknowledges and accepts these Terms of Service for itself and also as authorised agent for and on behalf of any entity owning or entitled to possession and / or control of the Goods;

4.4.3. the description and particulars of the Goods in scope, including marks, numbers, quantity and weight are full and accurate;

4.4.4. upon handing over responsibility to the Third-Party Provider, the Goods have been appropriately packed, marked, labelled, stuffed and stowed in a manner appropriate to allow for successful delivery of the Fulfilment Services;

4.4.5. the Goods do not include any goods prohibited by the law or regulation of any Authority of any country where the Fulfilment Services are provided;

4.4.6. where a Transport Method arranged by the Company is used to carry the Goods:

4.4.6.1. the Goods are suitable for carriage as required by the Transport Method;

4.4.6.2. the Transport Method is appropriate and free of defects; and

4.4.6.3. the Transport Method is sealed at the commencement of the carriage.

4.5. The Company warrants that:

4.5.1. it has complied with all applicable laws, rules, and regulations, including export laws and government regulations which may apply to the Goods being transported;

4.5.2. the Goods do not require any special license or permit for the Fulfilment Services to be provided by the Third-Party Provider to the Company;

4.5.3. they have obtained all necessary export, and/or import licenses or permits as required by law or regulation for the Goods;

4.5.4. neither the receipt, delivery, handling of the Goods, nor any payment or other transaction related to the Goods will subject Primis, or any party connected to Primis in the delivery of the Fulfilment Services, to any sanction, prohibition, or penalty (or the risk thereof) imposed by any Authority;

4.5.5. neither the Company nor any individual connected with the Company, are under any sanction, prohibition, or restriction imposed by any Authority.

4.6. Primis, nor the Third-Party Provider, shall be liable for any loss or expense including, but not limited to, fines and penalties due to Company’s failure to comply with any applicable export laws, rules, regulations, licenses or permits.

5. Insurances

5.1. The Third-Party Provider shall obtain and maintain, at its own expense, an insurance policy (with reputable insurers) for:

5.1.1. the Premises used to deliver the Fulfilment Services in its full reinstatement value against loss or damage; and

5.1.2. any loss or damage to Goods arising as a result of the Third-Party Provider and/or a Subcontractors negligence only.

6. Receipt of Goods to Premises

6.1. Where Goods are to be delivered to the Premises by or on behalf of the Company by a third party not under the direction of the Third-Party Provider , they shall not be deemed as being received until the person delivering them has reported to the authorised receiver as and the Third-Party Provider has expressly confirmed receipt of the Goods at the Premises.

6.2. The Third-Party Provider may refuse to receive or unload the Goods at its discretion where it has reasonable cause to do so.

7. General indemnities

7.1. The Company shall defend, indemnify and hold harmless Primis and the Third-Party Provider against all liabilities, losses, damages, costs (including the costs of investigating and defending any claims), expenses, awards and fines of whatever nature and howsoever assumed, invoked or suffered arising from or out of:

7.1.1. the nature of the Goods, unless caused by the Third-Party Provider’s negligence;

7.1.2. the Third-Party Provider acting in accordance with the Company’s Instructions;

7.1.3. any breach of any of the warranties or undertakings given or obligations provided by the Company under these Terms of Service;

7.1.4. the negligence of the Company;

7.1.5. any duties, taxes, imposts, levies, deposits and outlays of whatsoever nature levied by any Authority in respect of the Goods and/or Transport Method, and for all liabilities, payments, fines, costs, expenses, loss and damage sustained by the Third-Party Provider in connection therewith, unless caused by the Third-Party Provider’s negligence.

8. Information, Information System & Information transfer

8.1. Information, in whatever form or manner it may be given, is provided by Primis and the Third-Party Provider in good faith, but is not held out to be, nor to be taken as guaranteed, complete, accurate or timely, and no warranty, representation or undertaking whatsoever is given in respect of any Information.

8.2. The Company shall ensure that all Information System access that is required by Primis and/or the Third-Party Provider to access Information in order for the Fulfilment Services to be undertaken has been provided within a reasonable timeframe and in the format required (which will be communicated to the Company).

8.3. Unless otherwise expressly agreed in writing, Primis, nor the Third-Party Provider, shall be liable for any loss, damage, cost or expense arising out of or in connection with Primis and/or the Third-Party Provider:

8.3.1. entering or sending incorrect Information (or failing to enter or send Information) to the Company’s or any third party’s Information Systems; or

8.3.2. damaging, corrupting, losing or disclosing Company’s or any third party’s Information or Information System.

9. Fees

9.1. The Company shall ensure that an appropriate digital method of payment is provided to Primis prior to the Fulfilment Services commencing (requirements of which will be provided by Primis). Any failure to provide this, or keep this up to date, may result in the Fulfilment Services being postponed, at the sole discretion of Primis.

9.2. Fees will be calculated monthly in arrears and in accordance with the provisions of the Agreement.

9.3. The Company shall be liable for the payment of the Fees to Primis immediately when due, in the currency as outlined within the Agreement, without deduction or deferment on account of any claim, counterclaim or set-off.

9.4. Fees are payable based on particulars furnished by the Company. If such particulars are incorrect, the Company shall be liable for the correct Fees, and any expenses incurred in connection with such correction, including examining, weighing, measuring or valuing the Goods.

9.5. If the Company fails to make any payment properly due to Primis, then, without limiting Primis’ remedies under clause 11, Primis reserves the right to charge interest on the outstanding sum of two per cent (2%) per annum over the Bank of England base rate (provided that if the Bank of England base rate is below 0%, the interest shall be paid at 2% per annum) until payment is made as required.

9.6. Primis, and the Third-Party Provider, shall have a lien on all Goods in respect of which Primis, and the Third-Party Provider, are providing services to the Company for all Fees due at any time under these Terms of Service or otherwise. Primis, and the Third-Party Provider, may exercise their lien on all Goods at any time when payment has not been made in accordance with the provisions of these Terms of Service including but not limited to the right, at the Company’s expense, to sell the aforementioned Good in order to settle payments due by the Company to Primis.

9.7 The Company acknowledges that, upon request by Primis or the Third-Party Provider, and prior to the commencement or continuation of the Fulfilment Services, the Company may be required to: (a) make an advance payment to Primis for any anticipated duties, taxes, imposts, levies, deposits, or outlays of whatsoever nature levied by any Authority in respect of the Goods; or (b) provide a suitable bond or security to the Third-Party Provider to cover such obligations. Failure to comply with such a request may result in the Fulfilment Services being postponed or suspended at the sole discretion of Primis or the Third-Party Provider, and all associated costs shall be borne by the Company.

9.8. Primis reserves the right to modify the Rates set forth at any time. Primis shall provide the Company with at least thirty (30) days’ prior written notice of any such rate change. The revised Rates shall apply to all Services performed, and all associated invoices issued, after the effective date stated in the notice.

10. Limitation of Liability

10.1. The Third-Party Provider shall be liable to and shall indemnify the Company for any damage to the Goods or personnel whilst they are on the Premises arising solely and directly from the Third-Party Provider’s gross negligence, or willful misconduct.

10.2. The Company shall be liable to and shall indemnify the Third-Party Provider for any damages to the Premises or its personnel arising as a result of the Company’s acts or omissions, gross negligence or willful misconduct.

10.3. Neither party shall be liable to the other for any indirect, consequential, or special damages arising out of or related to the Fulfilment Services, including any indirect loss of profit, or any other indirect damages.

10.4. The Third-Party Provider shall not be liable for loss of or damage to the Goods:

10.4.1. If the Goods have been damaged due to the packaging being insufficient or defective or as a result of the handling, loading, stowage or unloading of the Goods by the Company or any person (other than the Third-Party Provider) acting on their behalf;

10.4.2. If the Goods were damaged prior to the acceptance of the Goods by the Third-Party Provider;

10.4.3. As a result of an act of omission of the Company, or as a result of the Third-Party Provider’s compliance with any Instructions given to the Third-Party Provider;

10.4.4. If the Goods have been damaged due to a Force Majeure Event; and

10.4.5. If the Customer fails to inform the Third-Party Provider within five (5) calendar days of handover of the Goods, or alternatively the time when the Company ought to be reasonable to have been aware of the loss or damage (whichever earlier).

10.5. Notwithstanding any other term of the Terms of Service, the liability in respect of the Fulfilment Services shall be limited to the ex-works invoice value of the Goods related to such Service.

10.6. The Company is advised to obtain appropriate insurance cover at its own cost if the Company considers the limits of liability set out in these Terms of Service to be inadequate.

10.7. The exclusions and limits of liability provided in these Terms of Service shall apply in any action whether such action be founded in contract, tort, bailment, breach of express or implied warranty, negligence, wilful misconduct or otherwise.

10.8. Nothing in these Terms of Service shall exclude or limit either parties liability for death or personal injury caused by negligence, fraudulent misrepresentation or any other act or omission for which liability may not lawfully be excluded or limited.

10.9. Save as set out in these Terms of Service, Primis, nor the Third-Party Provider, shall be liable for loss of or damage to any Goods or delay howsoever arising (whether caused by negligence, wilful misconduct or otherwise) in relation to Delivery.

10.10. Primis, and the Third-Party Provider, shall be discharged of all liability unless notice of any claim is received in writing by Primis within fourteen (14) days after the date specified in clause 10.11 below, except where the Company can show that it was not possible to comply with this time limit and that the claim has been made as soon as it was reasonably possible for the Company to do so.

10.11. For the purposes of clause 10.10, the relevant date shall be:

10.11.1. in the case of loss or damage to Goods, the date of delivery of the Goods,

10.11.2. in the case of delay or carriage of the Goods to the incorrect destination, the planned date of delivery (if Primis or the Third-Party Provider advised the Company of such a date),

10.11.3. in any other case, the date of the event giving rise to the claim.

10.12. Any claim which does not comply with the provisions of clause 10.10 & 10.11 shall be deemed to be waived.

11. Termination

11.1. Either Party may terminate any Agreement, or postpone delivery of the Fulfilment Services, immediately upon thirty (30) days written notice to the other in the event:

11.1.1. the other Party is in breach of any material obligation under the Agreement and these Terms of Service which has not been cured within thirty (30) days after written notice thereof;

11.1.2. the other Party has availed itself of or been subjected to by any third party, a proceeding in bankruptcy or an assignment for the benefit of its creditors or appointment of a receiver for its property or assets or it becomes insolvent;

11.1.3. lack of payment by one party to the other as due under these Terms of Service;

11.1.4. for breach of Confidential Information; and

11.1.5. for breach of the anti-bribery and corruption provision.

11.2. In the event the Agreement is terminated under Clause 11.1 by Primis, the Company shall pay Primis any monies due and payable as at the date of termination (pro-rata).

11.3. Primis shall have the right to terminate this Agreement by providing sixty (60) days written notice for any reason whatsoever.

11.3. Termination of the Agreement for any reason whatsoever shall be without prejudice to the parties’ rights and obligations under the Agreement and these Terms of Service which have accrued prior to termination.

11.4. This Agreement will automatically renew for subsequent periods equal in length to the initial Term (each a “Renewal Term”) unless the Company gives written notice of termination at least sixty (60) days prior to the expiration of the then-current Term.

12. Confidentiality

12.1. Confidential Information includes but is not limited to:

12.1.1. the terms of the Agreement;

12.1.2. all information disclosed by one Party (hereinafter the “Discloser”) to the other party (hereinafter the “Recipient”) which may include, without limitation, legal, technical, commercial, financial, or management information or data of any nature, including information or data relating to customer lists, service contracts, account books, vendors business alliances, systems, software, designs or marketing, or any other information disclosed or submitted, verbally, in writing, or by any other means whether directly or indirectly in a manner what it may reasonably be considered to be confidential or proprietary;

12.1.3. any information concerning the business affairs of one party or other information confidential to that Party which the other Party learns as a result of the relationship between the parties;

12.1.4. any information developed by the parties in the course of carrying out the Fulfilment Services; and

12.1.5. information, that is of a strategic nature (whether of a commercial, technical, scientific, operational, administrative, financial, marketing, business, intellectual property nature or otherwise), whether oral or written, relating to the disclosing Party.

12.2. During the Term and after termination of the Fulfilment Services for any reason whatsoever, the parties shall:

12.2.1. keep the Confidential Information in strict confidence;

12.2.2. not disclose the Confidential Information to any third party except with the prior written consent of the Discloser;

12.2.3. use the Confidential Information only for the exercise of its rights and obligations under these Terms of Service and the Agreement;

12.2.4. not use the Confidential Information in any way except as permitted under these Terms of Service;

12.2.5. use all reasonable endeavours to prevent and protect the Confidential Information, or any part thereof, from disclosure to any person other than Recipient’s employees having a need for disclosure in connection with Recipient’s authorised use of the Confidential Information. For the purpose of this Agreement “best efforts” shall mean the Recipient shall make its best attempt to accomplish the goal of keeping the Confidential Information confidential;

12.2.6. take all steps reasonably necessary to protect the secrecy of the Confidential Information, and to prevent the Confidential Information from falling into the public domain or into the possession of unauthorized persons. For the purpose of this Agreement “reasonably’’ shall mean rational, appropriate and usual steps to protect the secrecy of the Confidential Information;

12.2.7. advise any person to whom it is permitted to disclose the Confidential Information under the terms of this Agreement of the confidentiality obligations with respect to the Confidential Information in accordance with Clause 12.3 below.

12.3. Notwithstanding the foregoing, either party may disclose Confidential Information as follows:

12.3.1. to its employees, officers, representatives, associates and professional advisers provided that the Parties ensure that each recipient owes a duty of confidentiality to the Parties that is no less onerous than the parties obligations of confidentiality under these Terms of Service; and

12.3.2. to the minimum extent required by law, by any court of competent jurisdiction or by any appropriate regulatory body.

12.4. The parties shall have no obligation with respect to such information where the information:

12.4.1. was known to the Recipient prior to receiving any of the Confidential Information from the Discloser;

12.4.2. has become publicly known through no wrongful act or unauthorized disclosure by the Recipient;

12.4.3. subsequently comes lawfully into the Recipient’s possession from a third party, free of any obligation of confidence;

12.4.4. the Parties agree in writing is not confidential or may be disclosed; and

12.4.5. was ordered to be publicly released by the requirement of a government agency or a court.

13. Amendments

13.1. Primis may unilaterally amend these Terms of Service at any time by publishing the amendments on Primis’s website. All contracts concluded by Primis and the Company after such publication shall be subject to the amended Terms of Service.

14. Force Majeure

14.1. If a Party is prevented, hindered, or delayed in or from performing any of its obligations under these Terms of Service or an associated Agreement (other than an obligation to pay any sum validly due) by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended for a period of time equal to the period of time during which the Affected Party is prevented, hindered, or delayed in or from performing its obligations under these Terms of Service and all applicable Agreement(s).

14.2. The corresponding obligations of the other party (other than an obligation to pay any sum validly due) will be suspended, and it’s time for performance of such obligations extended, to the same extent as those of the Affected Party.

14.3. The Affected Party shall:

14.3.1. as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under these Terms of Service and all applicable Agreement(s);

14.3.2. use all reasonable endeavors to mitigate the effect of the Force Majeure Event on the performance of its obligations; and

14.3.3. if the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than 4 (four) weeks, the party not affected by the Force Majeure Event may terminate the affected Agreement by giving 1 (one) week’s written notice to the Affected Party; and

14.3.4. As soon as the Affected Party is no longer prevented, hindered, or delayed from performing its obligations by the Force Majeure Event, the Affected Party shall notify the other Party in writing, as soon as reasonably practicable and in any event within three (3) calendar days. The parties shall consult with each other promptly and in good faith for the purpose of minimising any ensuing adverse effects on the Fulfilment Services and enabling the resumption of performance of the Fulfilment Services at the earliest practicable opportunity.

15. Personal Data

15.1. Primis, and the Third-Party Provider, shall take appropriate security measures to protect the Company data and Fulfilment Services against the risks of unauthorised access or modifications, destruction or loss of the Company data within the Fulfilment Services, but no guarantee is given in this regard.

15.2. During the processing of Personal Data, Primis, the Third-Party Provider and the Company shall adhere to the requirements of applicable privacy Laws and regulations in accordance with the Primis Data Processing Addendum.

15.3. Primis collects certain information about the Account, Company Data, Personal Data, tracking data as well as devices, computers and other tools used in connection with the Service. As part of the provision of the Fulfilment Services, Primis may process, use, modify, collect and store Personal Data, as processor, on behalf of the Company, being the controller. By submitting any Personal Data to Primis, the Company agrees with the terms of the Primis Data Processing Agreement.

15.4. It is expressly understood by the parties that Company Data, Personal Data and Confidential Information does not include any Anonymised Data. Primis shall be authorised to use, combine, disclose, analyse and create derivative works using the Anonymised Data and nothing in these Terms of Use, or what is stated within the Primis Data Processing Agreement, shall restrict this express right of Primis.

15.5. You are solely responsible for ensuring that use of the Service to store and transmit Company Data is compliant with all applicable laws and regulations including namely but not exclusively all Applicable Personal Data Laws. You are solely responsible for ensuring that the use of the Service and the processing of Company Data does not to infringe any third party’s intellectual property and privacy rights.

16. Jurisdiction and governing law

16.1. This Contract shall be governed by and interpreted in accordance with the laws of the Sultanate of Oman.

16.2. Any dispute, controversy or claim arising out of or relating to this Agreement or other document on the validity, interpretation, breach, or termination thereof, including claims seeking redress or asserting rights under applicable law shall be adjudicated under the Rules of the Oman Commercial Arbitration Centre by one arbitrator appointed in accordance with the said rules. The seat of arbitration shall be Muscat and the language to be used in the arbitral proceedings shall be in English.

16.3. The Company understands that the Fulfilment Services are not tailored to comply with any industry-specific or other international regulations and/or laws. Further, Primis does not warrant that the use of the Fulfilment Services will be compliant with all international laws.

16.4. If any provision of these Terms shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity, illegality or unenforceability shall not prejudice the other provisions of the Terms which shall remain in full force and effect and if the provision in question would be valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification as may be necessary to make it valid.

Further special conditions relating to the Delivery Fulfilment Services can be found at: Appendix 1: STANDARD TRADING CONDITIONS FOR FREIGHT FORWARDING AND LOGISTICS SERVICES ONLY.