Terms & Conditions

Tarlu services are underpinned by our Terms and Conditions. (These can be seen by scrolling down this page). You can also download a PDF of our Terms & Conditions by clicking the button below:

Terms & Conditions for 3PL Services

The customer's attention is particularly drawn to the provisions of clause 16 (limitation of liability).

The following definitions and rules of interpretation apply in these Conditions.

AGREED TERMS

1. The following definitions and rules of interpretation apply in these Conditions.

1.1 Definitions:

Applicable Laws: the laws of England and Wales and any other laws or regulations, regulatory policies, guidelines or industry codes which apply to the exercise of the parties' rights or the performance of their obligations.

Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.

Change: an amendment to the scope, nature, volume or execution of the Services under the Contract.

Change Control Note: the written record of any Change agreed or to be agreed by the parties pursuant to the Change Control Procedure.

Change Control Procedure: the procedure for agreeing a Change as set out in clause 12.

Charges: the sums payable for the Services as set out in the Price List as amended from time to time.

Client: the person, business or firm who purchases Services from Tarlu.

Client Materials: the documents, information, items and materials (whether owned by the Client or a third party), which are provided by the Client to Tarlu in connection with the Services.

Conditions: these terms and conditions as amended from time to time in accordance with clause 11.5.

Consents: all permissions, consents, approvals, certificates, permits, licences, agreements and authorities (whether statutory, regulatory, contractual or otherwise) necessary for the provision of the Services under these Conditions.

Consignee: the person to whom the Client instructs Tarlu to deliver a Consignment.

Consignment: any consignment of Goods that are the subject of a Order.

Container: any pallet, packing case, carton, container, tanker, trailer or other item used to carry Goods.

Contract: the contract between Tarlu and the Client for the supply of Services in accordance with these Conditions.

Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly.

Dangerous Goods: goods that are of a type that are or may become poisonous, corrosive, flammable, volatile, explosive or radioactive.

Delivery: the transfer of physical possession of a Consignment to the Consignee or to the Consignee's order.

Delivery Point: the location for Delivery specified in the Instruction or as otherwise agreed between the parties in writing.

Delivery Time: the time for Delivery specified in the Instruction or as otherwise agreed between the parties in writing.

Facilities: Tarlu's warehouses for storage of the Goods and Facility shall mean any of them.

Goods: goods delivered to Tarlu for storage and subsequent Delivery.

Group: in relation to a company, that company, any subsidiary or holding company from time to time of that company, and any subsidiary of a holding company of that company.

HMRC: His Majesty's Revenue & Customs.

Insolvency Event: in respect of either party:

(a) other than for the purposes of a bona fide reconstruction or amalgamation, such party passing a resolution for its winding up, or a court of competent jurisdiction making an order for it to be wound up or dissolved, or that party being otherwise dissolved;

(b) the appointment of an administrator of, or the making of an administration order in relation to, either party, or the appointment of a receiver or administrative receiver of, or an encumbrancer taking possession of or selling, the whole or any part of the entity's undertaking, assets, rights or revenue;

(d) that party entering into an arrangement, compromise or composition in satisfaction of its debts with its creditors or any class of them, or taking steps to obtain a moratorium, or making an application to a court of competent jurisdiction for protection from its creditors;

(e) that party being unable to pay its debts, or being capable of being deemed unable to pay its debts, within the meaning of section 123 of the Insolvency Act 1986; or

(f) that party entering into any arrangement, compromise or composition in satisfaction of its debts with its creditors.

Intellectual Property: patents, utility models, rights to inventions, copyright, neighbouring rights and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Instruction: the Client’s order or written instruction to Tarlu for Services as updated or amended from time to time in accordance with clause 2 and the Client’s continuing instructions in relation to the Goods, Stock and Orders as amended and agreed by Tarlu from time to time.

Order: the Client’s order or written request to Tarlu for Goods to be delivered to a Consignee usually received via the WMS.

Owner: the person who owns or is entitled to possession of the Goods.

Parties: the Client and Tarlu each being a Party.

Price List: Tarlu’s list of charges and prices for the Services as provided to the Client by Tarlu amended and updated by Tarlu from time to time.

Service Levels: the service levels to which the Services are to be provided, as agreed by Tarlu in writing.

Services: the warehousing, picking, packing and carriage services and any other services which Tarlu has agreed to provide in writing in respect of the Goods as set out in the Specification including services which are incidental or ancillary to such services in accordance with these Conditions.

Specification: the description or specification of the Services either set out in the Price List or as set out in a quotation provided in by Tarlu to the Client and accepted by the Client.

Stock: the stock of Goods located at the Facilities from time to time.

Tarlu: TARLU LTD the supplier of the Services registered in England and Wales with company number 10080954.

Tarlu’s Personnel: all employees, staff, other workers, agents and consultants of Tarlu who are engaged in the provision of the Services from time to time.

Termination Date: the date of termination or expiry of a Contract.

Termination Notice: any notice to terminate a Contract which is given by either party in accordance with clause 20.

VAT: value added tax or any equivalent tax chargeable in the UK or elsewhere.

Waste: has the meaning given in section 75 of the Environmental Protection Act 1990.

Week: Saturday to Friday and Weekly shall be construed accordingly.

WMS: the online warehouse management system which the Client and Tarlu use to send and receive Orders.

1.2 Clause, Schedule and paragraph headings shall not affect the interpretation of these Conditions.

(a) A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that legislation or legislative provision.

(b) Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. Basis of Contract

2.1 The Instruction constitutes an offer by the Client to purchase Services in accordance with these Conditions and appoints Tarlu as the Client’s third party logistics provider.

2.2 The Instruction shall only be deemed to be accepted when Tarlu issues written acceptance of the Instruction at which point and on which date a Contract shall come into existence (Commencement Date) and shall continue in full force and effect unless terminated in accordance with clause 20.

2.3 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.4 Any quotation given by Tarlu shall not constitute an offer and is only valid for a period of 20 Business Days from its date of issue. The acceptance by the Client of a quotation given by Tarlu shall be deemed to amend or update the Instruction as appropriate.

3. Supply of Services

3.1 Tarlu shall supply the Services to the Client with reasonable care and skill and in accordance with these Conditions and the Specification in all material respects.

3.2 Tarlu shall use its reasonable endeavours to meet any performance dates requested by the Client in the Instruction but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.3 Tarlu shall use its reasonable endeavours to meet or exceed the Service Levels.

3.4 Tarlu reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and Tarlu shall notify the Client in any such event.

3.5 Tarlu is not and does not contract as a common carrier.

4. Client's responsibilities

4.1 The Client shall:

(a) co-operate with Tarlu in all matters relating to the Services;

(b) be responsible for and insure the Goods from the start of unloading at a Facility to completion of unloading at the Delivery Point against all insurable risks to their full insurable value;

(d) provide all documents and information reasonably requested by Tarlu to enable it to provide the Services in accordance with these Conditions within a reasonable time of any request for such information being received;

(e) provide details of any special precautions for storage, handling or carriage of the Goods, required by the nature, weight or condition of the Goods or by any Applicable Law;

(f) act at all times in compliance with the Applicable Laws; and

(g) notify Tarlu immediately in writing on a change of Control of the Client.

4.2 If Tarlu's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):

(a) without limiting or affecting any other right or remedy available to it, Tarlu shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays Tarlu's performance of any of its obligations;

(b) Tarlu shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from Tarlu's failure or delay to perform any of its obligations as set out in this clause 4.2; and

(c) the Client shall reimburse Tarlu on written demand for any costs or losses sustained or incurred by Tarlu arising directly or indirectly from the Client Default.

5. Warranties

5.1 The Client warrants on an ongoing basis that:

(a) it is either the Owner or is authorised by the Owner to deal with the Goods on the terms of these Conditions and the Instruction;

(b) it has supplied to Tarlu all material information relating to its requirements for the Services and such information is accurate in all respects;

(c) it shall provide full and accurate descriptions and particulars, weights and measurements of all deliveries of Goods;

(d) none of the Goods will constitute Waste or Dangerous Goods (unless such has been agreed in advance in writing by Tarlu).

6. Delivery to Tarlu

6.1 The Client shall deliver the Goods to the Facilities in Containers, securely packed and labelled in compliance with any Applicable Laws and in such condition as not to cause damage or injury or the likelihood of damage or injury to Tarlu's Personnel, subcontractors, persons visiting the Facilities or to property or to other goods stored at the Facilities.

6.2 The Client shall provide Tarlu with an advanced shipping notice detailing the contents of each Container, including a description and particulars of the Goods stored therein and their weights and measurements. Tarlu may request in its sole discretion that the Client book in the Container for delivery.

6.3 Tarlu shall be responsible for unloading the Goods on arrival at a Facility and shall be liable for any loss or damage caused during unloading save that Tarlu shall not be liable for any loss or damage caused as a result of negligent acts of the Client, its servants or agents in assisting with unloading or in failing to pack the Goods or Containers securely.

6.4 Tarlu shall visually inspect the Goods delivered to a Facility as soon as reasonably practicable after their delivery to the Facility.

6.5 Tarlu shall as soon as reasonably practicable after delivery of the Goods to the Facility:

(a) send the Client written confirmation of receipt of the number and type of Goods delivered; and

(b) report to the Client any defective or missing items.

6.6 In respect of defective items reported pursuant to clause 6.5(b), Tarlu, shall at the Client's written direction and expense either:

(a) destroy the items;

(b) return the items to the Client; or

(c) continue to store the items, separate from the rest of the Stock stored at that Facility, pending inspection of the items by an authorised representative of the Client.

7. Storage

7.1 Tarlu shall:

(a) maintain each Facility in such manner that it remains suitable to ambiently store the Goods;

(b) store the Goods at the Facilities in such a manner as to protect them from damage or deterioration;

(c) keep and maintain the Goods in good and, subject to clause 7.5, clause 11.4, clause 15.3 and clause 21.3, shall not dispose of or use the Goods other than in accordance with the Client's written instructions or authorisation; and

(d) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods (unless Tarlu is required to affix a label or similar to such packaging).

7.2 Subject to clause 7.1, Tarlu may use such method for the storage of the Goods as in its absolute discretion it considers appropriate.

7.3 Subject to clause 7.5, clause 11.4, clause 15.3 and clause 21.3, the Goods shall remain subject to the direction of the Client and Tarlu shall, at the Client's cost, return any Goods on demand by the Client.

7.4 The Goods shall be removed by the Client at the time agreed between the parties.

7.5 Tarlu may without liability and at the Client's expense, destroy or otherwise dispose of any Goods which in its reasonable opinion Tarlu considers constitute Dangerous Goods (which it has not authorised to receive). Save in cases of emergency, Tarlu shall not exercise this right without first giving the Client a reasonable opportunity to inspect the Goods in question and, if the Client so elects, to remove them itself.

8. Facilities

8.1 Tarlu may store the Goods anywhere other than the Facilities without the prior written consent of the Client.

8.2 The Client and its employees, agents and representatives may, on prior reasonable notice in writing to Tarlu, access any of the Facilities during Business Hours for the purpose of delivering and inspecting the Goods and removing any Goods not subject to Tarlu's lien in clause 15.3.

8.3 The Client shall ensure that when visiting a Facility its employees, agents and representatives shall:

(a) co-operate as far as may be reasonably necessary with Tarlu's employees;

(b) act in such a way as to avoid causing unreasonable or unnecessary disruption to the routine and procedures of Tarlu; and

(c) comply with all rules and instructions issued from time to time by Tarlu relating to the use and security of the Facility.

8.4 Tarlu shall promptly, on request, provide information to the Client regarding the security systems in place at each of the Facilities.

9. Orders

9.1 The Client shall issue an Order promptly on its acceptance of its own customer order. The Order shall contain:

(a) the name and address of the Consignee or the person authorised to accept Delivery on its behalf;

(b) the Delivery Point;

(d) particulars of the Goods to be delivered; and

(e) any special requirements concerning the Delivery.

9.2 Tarlu shall raise any concerns regarding the Order with the Client as soon as reasonably practicable following receipt of the Order.

9.3 Tarlu shall effect Delivery of each Consignment in accordance with the Instruction and the Client’s preferred shipment method as agreed with Tarlu.

9.4 Tarlu shall pick the Goods for despatch to the Consignee from the Stock.

9.5 Tarlu shall pack each Consignment neatly, ensuring it includes with each Consignment, associated advertising or sampling material and printed materials as agreed with the Client, and in accordance with Applicable Laws. Unless otherwise agreed, Tarlu shall be responsible for providing the packaging for each Consignment (at the Client’s cost) and shall ensure that the packaging is clean and in good condition.

9.6 Risk in the Consignment shall pass to the Client on the completion of loading of the Goods onto the carrier’s/courier’s truck at the Facility.

10. Carriage to the Consignee

10.1 Tarlu shall ship Goods under the courier’s terms and conditions

11. Delivery

11.1 Tarlu shall be responsible for loading the Goods at the Facility (and the Goods shall be at the Client’s risk during unloading). Tarlu shall not be liable for loss or damage caused as a result of negligent acts committed by the carrier, courier, Client or Consignee or its servants or agents in assisting with unloading.

11.2 Receipt by the Consignee, or any appointed agent, entitled to take Delivery of a Consignment without complaint shall constitute prima facie evidence that the Consignment was delivered in good condition in accordance with these Conditions.

11.3 If the Consignee, or any appointed agent, fails to take Delivery at the Delivery Point, then Tarlu shall seek further instructions from the Client and comply with those instructions where reasonable to do so. Except where that failure is caused by Tarlu's failure to comply with its obligations under this these Conditions, Tarlu shall charge the Client for the cost of retaining and storing the Consignment pending receipt of the Client's instructions and complying with the Client's instructions, and related costs (including insurance, if applicable) at the rate set out in the Price List. The provisions of clause 14, and clause 15 shall apply to payment of such charges.

11.4 Where Tarlu continues to be unable to deliver the Consignment as instructed and is unable to obtain further instructions from the Client in accordance with clause 11.3 within 3 days, Tarlu shall be entitled, as agent of the Client and at the cost of the Client, to sell or otherwise dispose of the Goods forming the Consignment, or part of a Consignment, following not less than 7 days' written notice to the Client. Tarlu shall not be liable for the price obtained for the sale or disposal of the Goods constituting the Consignment. Tarlu shall remit the proceeds of sale or disposal of such Goods to the Client after deduction of all amounts due to Tarlu and the expenses incurred by Tarlu for the sale or disposal of the Goods.

11.5 Where the Goods constituting a Consignment are liable to perish or deteriorate, Tarlu's right to sell or otherwise dispose of the Goods in clause 11.4 shall arise immediately following the failure by the Consignee or any appointed agent to take Delivery in accordance with the Instruction subject only to Tarlu taking all reasonable steps to notify the Client of its intention to sell or otherwise dispose of the Goods before doing so.

12. Change control

12.1 Either party may submit a written request for Change to the other party and the parties shall negotiate and agree any impact on the Charges and estimated delivery times for the performance of the Services.

12.2 No Change will come into effect until a Change Control Note has been signed by the parties.

13. Compliance and change in laws

13.1 Tarlu shall at all times act in compliance with the Applicable Laws. Tarlu shall maintain such records as are necessary pursuant to the Applicable Laws and shall promptly on request make them available for inspection by any relevant authority that is entitled to inspect them and by the Client (or its authorised representative).

13.2 Tarlu shall monitor and shall keep the Client informed in writing of any changes in the Applicable Laws which may impact the performance of the Services and shall provide the Client with timely details of measures it proposes to take and changes it proposes to make to comply with any such changes.

14. Charges

14.1 In consideration of the provision of the Services by Tarlu, the Client shall pay the Charges as set out in the Price List in force from time to time.

14.2 The Charges excludes amounts in respect of value added tax (VAT), which the Client shall additionally be liable to pay to Tarlu at the prevailing rate, subject to the receipt of a valid VAT invoice.

14.3 Tarlu may adjust the Charges on one month’s written notice to reflect increases in the cost of raw materials, consumables and labour costs.

14.4 Notwithstanding clause 14.3 Tarlu may increase the Charges with immediate effect by written notice to the Client where there is an increase in the direct cost to Tarlu of supplying the relevant Services which is due to any factor beyond the control of Tarlu (for example (without limitation) packaging suppliers, courier and carrier charges and other third party costs).

15. Invoicing and payment

15.1 Tarlu shall invoice the Client at the end of each Week for Services performed during that Week, together with all other Charges, costs and expenses.

15.2 The Client shall pay each undisputed invoice submitted to it by Tarlu within 7 days of receipt to a bank account nominated in writing by Tarlu from time to time.

15.3 Tarlu shall have a general and particular lien on the Goods in its possession as security for payment of all sums claimed by Tarlu from the Client. The Charges shall continue to accrue on any Goods detained under lien. If an invoice for the Charges is not paid in full on its due date for payment, Tarlu may, without prejudice to its other rights and remedies, give notice in writing to the Client of its intention to sell or otherwise dispose of some or all of the Goods in its possession if the amount outstanding is not paid in full within 7 days of the notice. If the amount due is not paid by the expiry of such period, Tarlu may sell or otherwise dispose of some or all of the Goods in its possession, as agent of the Client and at the Client's expense and risk, and shall remit the proceeds of sale or disposal of such Goods to the Client after deduction of all amounts due to Tarlu and the expenses incurred by Tarlu for the sale or disposal of the Goods. Tarlu shall not be liable for the price obtained for the sale or disposal of the Goods.

15.4 Where the Goods are liable to perish or deteriorate, Tarlu's right to sell or otherwise dispose of such Goods under clause 15.3 shall arise immediately on any sum becoming due subject only to Tarlu taking all reasonable steps to notify the Client of its intention to sell or otherwise dispose of the Goods before doing so.

15.5 If the Client receives an invoice which it reasonably believes includes a sum which is not valid and properly due:

(a) the Client shall notify Tarlu in writing within 5 Business Days;

(b) the Client's failure to pay the disputed Charges shall not be deemed to be a breach of the Contract;

(d) to the extent that the Client is obliged, following resolution of the dispute, to pay an amount, then Tarlu may charge interest in accordance with clause 15.6 from the original due date for payment until the date of payment; and

(e) once the dispute has been resolved, where either party is required to make a balancing payment, it shall do so within 10 Business Days and, where Tarlu is required to issue a credit note, it shall do so within 10 Business Days.

15.6 If the Client fails to make any payment due to Tarlu under these Conditions by the due date for payment, then, without limiting Tarlu's remedies under clause 20:

(a) the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%; and

(b) Tarlu may suspend performance of part or all the Services until payment has been made in full.

15.7 Tarlu may at any time, without notice to the Client set off any liability owed by the Client to Tarlu against any liability owed by Tarlu to the Client, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. Any exercise by a party of its rights under this clause shall not limit or affect any other rights or remedies available to it under the Contract or otherwise.

16. Limitation of liability

16.1 The restrictions on liability in this clause 16 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

16.2 Nothing in these Conditions limits any liability which cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; and

16.3 Subject to clause 16.2 Tarlu's total aggregate liability to the Client under the Contract shall not exceed £25,000.

16.4 This clause 16.4 sets out specific heads of excluded which are wholly excluded:

(a) loss of profits;

(b) loss of sales or business;

(d) loss of anticipated savings;

(e) loss of use or corruption of software, data or information;

(f) loss of or damage to goodwill; and

(g) indirect or consequential loss.

16.5 Tarlu has given commitments as to compliance of the Services with relevant specifications in clause 3.1. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

16.6 Tarlu shall have no liability for:

(a) damage to the whole or part of a Consignment but Tarlu may raise a claim to its carrier or courier (as the case may be) on the Client’s behalf; and

(b) delay in delivery of the whole or part of a Consignment.

The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

16.7 Subject to clause 16.6, unless a party notifies the other party that it intends to make a claim in respect of an event within the notice period, the other party shall have no liability for that event. The notice period for an event shall start on the day on which the party wishing to make a claim became, or ought reasonably to have become aware of the event having occurred and shall expire 3 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

17. Insurance

17.1 Tarlu shall maintain in force with reputable insurance companies, appropriate insurances to cover its obligations under the Contract. On the Client's written request, Tarlu shall provide the Client with copies of the insurance policy certificates and details of the cover provided for the insurance required under this clause 17.

17.2 For the avoidance of doubt, Tarlu does not insure the Goods and the Client shall self-insure or make arrangements to cover the Goods against all insurable risks to their full insurable value (including all duties and taxes). The insurance referred to in clause 17.1 is insurance against Tarlu’s potential liability for breach of its obligations under these Conditions and not to cover the Goods themselves against loss, damage or theft.

17.3 The Client shall be responsible and bear the risk in the Goods whilst stored at a Facility and whilst in transit and Tarlu shall not be liable for damage, loss or theft of the Goods unless such was caused by Tarlu’s negligence.

18. Client's indemnities

18.1 The Client shall indemnify Tarlu against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Tarlu arising out of or in connection with:

(a) any claim made against Tarlu in respect of damage to property, death or personal injury arising out of or in connection with the storage, handling or carriage of any Goods which are Waste or Dangerous Goods;

(b) any claim made against Tarlu for actual or alleged infringement of a third party's Intellectual Property Rights arising out of or in connection with the storage, packing, handling or carriage of any of the Goods and any Services;

(c) any claim made against Tarlu arising out of the Client's failure to comply with any statutory or HMRC requirements, including administrative requirements, concerning the payment of tax, customs or duties in respect of any of the Goods; and

(d) any claim made against Tarlu for interference with the rights of a third party arising out of or in connection with the storage, handling or carriage of any of the Goods and any Services.

19. Data protection

19.1 The following definitions apply in this clause 19:

(a) Controller, Processor, Data Subject, Personal Data Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.

(b) Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR); the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended [and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party.

19.2 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 19 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

19.3 Without prejudice to the generality of clause 19.2, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Tarlu and/or lawful collection of the Personal Data by Tarlu on behalf of the Client for the duration and purposes of the Contract.

19.4 Without prejudice to the generality of clause 19.2, Tarlu shall, in relation to any Personal Data processed in connection with the performance by Tarlu of its obligations under the Contract:

(a) process that Personal Data only on the documented written instructions of the Client unless Tarlu is required by Domestic Law to otherwise process that Personal Data. Where Tarlu is relying on Domestic Law as the basis for processing Personal Data, Tarlu shall promptly notify the Client of this before performing the processing required by the Domestic Law unless the Domestic Law prohibits Tarlu from so notifying the Client;

(b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Client, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

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

(d) not transfer any Personal Data outside of the UK unless the prior written consent of the Client has been obtained and the following conditions are fulfilled:

(i) the Client or Tarlu has provided appropriate safeguards in relation to the transfer;

(ii) the Data Subject has enforceable rights and effective legal remedies;

(iii) Tarlu complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

(iv) Tarlu complies with reasonable instructions notified to it in advance by the Client with respect to the processing of the Personal Data;

(e) assist the Client, at the Client's cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(f) notify the Client without undue delay on becoming aware of a Personal Data Breach;

(g) at the written direction of the Client, delete or return Personal Data and copies thereof to the Client on termination or expiry of the Contract unless required by Domestic Law to store the Personal Data; and

(h) maintain complete and accurate records and information to demonstrate its compliance with this clause 19.

19.5 The Client consents to Tarlu appointing third-party processors of Personal Data under the Contract. Tarlu confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement substantially on that third party's standard terms of business and in either case which Tarlu confirms reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Client and Tarlu, Tarlu shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 19.5.

19.6 Either party may, at any time on not less than 30 days' notice, revise this clause 19 by replacing it with any applicable controller to processor standard clauses or similar terms adopted by the Information Commissioner or forming part of an applicable certification scheme (which shall apply when replaced by attachment to these Conditions).

20. Termination

20.1 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;

(b) the other party repeatedly breaches any of the terms of these Conditions in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to these Conditions;

(d) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(e) the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

20.2 Either party may terminate the Contract at any time, on giving not less than six (6) calendar months' prior written notice to the other party.

21. Obligations on termination and survival

21.1 On the Termination Date, Tarlu shall:

(a) complete all outstanding Orders; and

(b) unless otherwise agreed and subject to clause 21.1(a) and the Client's compliance with clause 21.4 deliver to the Client or to such other person as the Client shall direct in writing, at the Client's cost, all Goods currently in its possession or under its control; and

(c) unless otherwise agreed, return to the Client or to such other person as the Client shall direct in writing at the Client's cost, all the Client Materials currently in its possession or under its control.

21.2 The Client may collect the Goods and Client Materials from the Facility with the prior written agreement with Tarlu.

21.3 If the Client fails to take delivery of any of the Goods or Client Materials as required by clause 21.1(b) Tarlu may, without prejudice to its other rights and remedies, give notice in writing to the Client of its intention to sell or otherwise dispose of such Goods or Client Materials if the Client does not take delivery of the Goods or Client Materials within 7 days or, in the case of perishable goods, within 3] days of the date of the notice. On the expiry of such period, Tarlu shall be entitled to sell or otherwise dispose of all or some of the Goods or Client Materials of which the Client does not take delivery, as agent of the Client and at the Client's expense and risk, and shall remit the proceeds of sale or disposal of such Goods or Client Materials to the Client after deduction of all amounts due to Tarlu from the Client and the expenses incurred by Tarlu for the sale or disposal of the Goods or Client Materials. Tarlu shall not be liable for the price obtained for the sale or disposal of the Goods or Client Materials.

21.4 On the Termination Date, the Client shall immediately pay any outstanding unpaid invoices and interest due to Tarlu. Tarlu shall submit invoices for any Services or items that it has supplied, but for which no invoice has been submitted, and the Client shall pay these invoices immediately on receipt.

21.5 On the Termination Date, each party shall return to the other party all confidential information of the other party and erase all of the other party's confidential information from its computer systems (to the extent possible) and shall certify that it does not retain the other party's confidential information.

21.6 Any provision of these Conditions that expressly or by implication is intended to come into or continue in force on or after termination or expiry shall remain in full force and effect.

21.7 Termination or expiry of a Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the Termination Date, including the right to claim damages in respect of any breach of these Conditions which existed at or before the Termination Date.

22. Confidentiality

22.1 Each party undertakes that it shall not at any time during the term of the Contract, and for a period of two years after termination or expiry of a Contract disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party [or of any member of the group of companies to which the other party belongs, except as permitted by clause 22.2.

22.2 Each party may disclose the other party's confidential information:

(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 22; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

22.3 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

23. Force majeure

23.1 Force Majeure Event means any circumstance not within a party's reasonable control including:

(a) acts of God, flood, drought, earthquake or other natural disaster;

(b) epidemic or pandemic;

(c) 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;

(d) nuclear, chemical or biological contamination or sonic boom;

(e) any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;

(f) collapse of buildings, fire, explosion or accident;

(g) any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same Group as that party);

(h) non-performance by suppliers or subcontractors (other than by companies in the same Group as the party seeking to rely on this clause); and

(i) interruption or failure of utility service.

23.2 If a party is prevented, hindered or delayed in or from performing any of its obligations under the Contract by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of the Contract 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 accordingly.

24. General

24.1 Entire agreement

(a) these Conditions (and any documents referred to herein) constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

24.2 Variation

Tarlu may vary these Conditions upon 30 days written notice to the Client.

24.3 Assignment and other dealings

(a) Tarlu shall not assign, transfer, mortgage, charge, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Client (such consent not to be unreasonably withheld or delayed).

(b) The Client may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract, provided that it gives prior written notice of such dealing to Tarlu.

24.4 Waiver

(a) A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

(b) A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

24.5 Severance

(a) If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract.

(b) If any provision or part-provision of the Contract is deemed deleted under clause 24.5(a) the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

24.6 Notices

(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address specified in writing by the parties from time to time.

(b) Any notice or communication shall be deemed to have been received:

(i) if delivered by hand, at the time the notice is left at the proper address;

(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

(iii) if sent email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 24.6(b)(iii), business hours means 9.00 am to 5.00 pm Monday to Friday on a day that is not a public holiday in the place of receipt.

(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

24.7 Third party rights

(a) The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

24.8 No partnership or agency

(a) Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other party, or authorise either party to make or enter into any commitments for or on behalf of the other.

(b) Each party confirms it is acting on its own behalf and not for the benefit of any other person.

24.9 Governing law

the Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

24.10 Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

Tarlu Terms and Conditions

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Terms & Conditions

Tarlu services are underpinned by our Terms and Conditions. (These can be seen by scrolling down this page). You can also download a PDF of our Terms & Conditions by clicking the button below:

Terms & Conditions for 3PL Services

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