Terms and Conditions Page

IMPORTANT NOTES

Important Clauses to Note

• These Terms apply to your use of the Services (as defined below) from the date you start to use them (or any part of them) unless and until you have expressly agreed and signed a specific services contract with us, in which case, the terms and conditions of that contract apply.
• Clause 9 limits (and in some cases excludes) Kun Fulfilment liability, with time limits for claims, please read it carefully.
• Kun Fulfilment has insurance in place to the extent described in the KOA. For all other risks, including liability which we limit or exclude under these Terms, you must insure the Goods (as defined below). Kun Fulfilment does not underwrite their value and Kun Fulfilment charges reflect this. The limitation of liability in clause 9 minimises the amount that Kun Fulfilment would otherwise need to charge to recover its insurance costs (or an amount in lieu to reflect risk)
• Clause 5 sets out our rights to change or make charges, and clause 6 allows us to change charges due to changes in service activity required
• Kun Fulfilment may update these Terms from time to time and will notify you that an update has happened on (or when logging into) the Dashboard. Your continued use of our Services will constitute acceptance of our updated Terms

1. DEFINITIONS AND INTERPRETATION

1.1. The following terms are defined as follows unless the context indicates otherwise:

• Account Manager: Defined in Clause 6.1.
• Business Conduct Laws: Includes the UK Bribery Act 2010, the Modern Slavery Act 2015, laws preventing fraud, tax evasion facilitation, money laundering, and similar regulations governing business conduct. These laws apply to (i) the Goods, (ii) the regions where Services are provided, and/or (iii) the Customer, based on their country of registration, establishment, or operation.
• Business Day: Any day, except Saturday and Sunday, when banks are open for regular business where warehousing services are provided. For Clause 5.10, London is considered the location.
• Charges: Fees set by Kun Fulfilment for Services as specified in the KOA. If not stated there, fees will be listed on our Website or the Dashboard, subject to periodic updates in line with these Terms.
• Confidential Information: Any business, technical, financial, or strategic data of either party that is either explicitly marked as confidential or reasonably deemed so due to its nature or disclosure context.
• Dashboard: The secure online portal used by customers to manage services.
• Data Protection Legislation: Relevant laws governing data protection, including GDPR (EU Regulation 2016/679), the UK Data Protection Act 2018, related local laws, amendments, and any applicable regulations affecting the Goods, Services, or the Customer’s operations.
• Deliverables: Forecasts, data, and related information required from the Customer and third parties for Kun Fulfilment to provide the Services.
• Extraordinary Activity: An increase of 20% or more in Order volumes or pallet storage beyond the Initial or Updated Forecast.
• Force Majeure Event: Defined in Clause 14.3.
• Forecast: Refers to either the Initial or Updated Forecast, depending on context.
• Goods: Items, including related documents and packaging, covered by these Terms and the Services.
• Group Company: A subsidiary, holding company, or another affiliated company as per Section 1159 of the UK Companies Act 2006.
• Kun Fulfilment (us, we, our): Kun Fulfilment Technologies Limited, registered in England and Wales (Company No. 09727464), with a registered office at 41 Corn Street, Bristol, England, BS1 1HT.
• Inappropriate Content: Any material that violates laws, regulations, or third-party rights, including but not limited to obscene, offensive, defamatory, or illegal content.
• Initial Forecast: Customer’s anticipated volume forecast for Orders and pallet storage, as outlined in the KOA.
• Insolvency Proceedings: Any situation where a party undergoes liquidation, administration, restructuring, or any process indicating financial insolvency as per Section 123 of the UK Insolvency Act 1986 or equivalent legislation.
• Intellectual Property Rights: Covers all registered and unregistered IP rights globally, including copyrights, trademarks, patents, design rights, trade secrets, and database rights.
• Inward TUPE Transfer: A situation where Kun Fulfilment is legally considered a transferee under TUPE regulations due to service provision.
• KOA (Key Operating Assumptions): Outlines the scope of Services, business needs, and activity expectations related to Kun Fulfilment’s operations.
• Onboarding Documents: Includes pricing proposals, KOA, billing guides, transfer of stock processes, and other essential pre-service documentation.
• Order: A confirmed Customer order for Goods delivery, communicated to Kun Fulfilment for Service fulfillment.
• Outward TUPE Transfer: A situation where Kun Fulfilment acts as a transferor under TUPE regulations due to operational changes.
• Product Loss: Encompasses loss, damage, theft, contamination, deterioration, delay, non-delivery, misdelivery, or failure to comply with handling instructions.
• Prohibited Goods: Items banned by carriers used by Kun Fulfilment, including but not limited to firearms, drugs, counterfeit currency, hazardous materials, stolen goods, tobacco, and any items requiring legal authorization for handling.
• Property: Goods and other items stored, received, or dispatched by Kun Fulfilment.
• Recipient: The end customer receiving the Goods through the Services.
• Services: Fulfillment services provided by Kun Fulfilment, including warehousing, order processing, packing, and shipping, as described in the KOA.
• Sufficient Surge Notice: A minimum 28-day advance notice required for accommodating increased activity due to a Surge Event.
• Surge Event: Any predictable or unpredictable occurrence causing a significant rise in activity, such as seasonal sales, product launches, marketing campaigns, or promotional activities.
• Third-Party Information: Any non-customer-owned content utilized or made available through the Service.
• TUPE: Transfer of Undertakings (Protection of Employment) Regulations 2006, including any amendments or local employment transfer laws applicable to the Services or Customer’s operations.
• Updated Forecast: Defined in Clause 6.2.
• Warehouse: Kun Fulfilment’s storage facility from which Services are provided.
• Website: Kun Fulfilment.com, including its Dashboard.
• Working Hours: Business operating hours from 09:00 to 17:00 (local time) on Business Days.
• You (your), Customer: The entity using Kun Fulfilment’s Services, as identified on the Dashboard account.

1.2. Clause headings are for reference only and do not affect interpretation. 

1.3. References to clauses and schedules pertain to sections of these Terms unless otherwise specified. 

1.4. Singular terms include their plural counterparts, and vice versa. 

1.5. Legal references apply to laws in their current form, including amendments, extensions, or re-enactments, as well as applicable subordinate legislation. 

1.6. Terms like “including,” “in particular,” “for example,” or similar phrases serve as illustrative rather than restrictive expressions.

2. PROVISION OF THE SERVICE

2.1. Kun Fulfilment will deliver the Services to you in accordance with these Terms, overriding any other terms or conditions you may seek to impose.

2.2. Kun Fulfilment reserves the right to subcontract any or all parts of the Services.

2.3. The Customer acknowledges that the Charges reflect their use of Kun Fulfilment as the sole provider of the Services for all Orders. As such, Kun Fulfilment shall be the exclusive supplier of the Services to the Customer, including Services that the Customer might otherwise provide directly or indirectly. The Customer shall not procure or self-supply, either directly or indirectly, any services that are identical or similar to the Services from another provider during the Term.

2.4. Nothing in this Agreement prevents Kun Fulfilment from offering similar or identical services to other customers.

3. CUSTOMERS OBLIGATIONS

3.1. You shall not, nor shall you permit or authorize any other party to: 3.1.1. Use the Services to send or receive any Inappropriate Content or for any unlawful purposes. 3.1.2. Utilize the Services for or in connection with goods or services that violate laws, regulations, or codes of practice, or that may bring Kun Fulfilment into disrepute. 3.1.3. Use the Services in any way that does not comply with any guidelines, instructions, or user guides provided by Kun Fulfilment.

3.2. You must use the Website in accordance with its terms of use, which are incorporated into these Terms. A breach of those terms constitutes a material breach of these Terms.

3.3. You must adhere to all requirements in the Onboarding Documents and shall not alter the scope of Services in the KOA without prior written approval from Kun Fulfilment, which may be subject to adjustments in Charges.

3.4. You and your suppliers must comply with Kun Fulfilment’s goods-in procedures and delivery presentation requirements. The quantity of Goods held at the Warehouse will be determined upon delivery and subsequently updated based on Orders. You acknowledge that stock levels on the Dashboard may lag due to order processing and should cross-reference with your sales channel data. Kun Fulfilment is not liable for discrepancies in information provided by your sales channels.

3.5. You must provide all required Deliverables promptly.

3.6. You warrant, represent, and commit that at the commencement of the Services and on an ongoing basis: 

3.6.1. You have the legal authority to enter into these Terms and a contract with Kun Fulfilment, and you are not subject to any sanctions, embargoes, or legal restrictions preventing a commercial relationship with Kun Fulfilment. 

3.6.2. None of the Goods include Prohibited Goods, and all Goods and related information comply with applicable laws governing manufacturing, sales, packaging, labeling, and transportation. Any breach of this clause is material and non-remediable, granting Kun Fulfilment the right to immediately terminate Services under clause 7.3. 

3.6.3. You either own the Goods or have lawful possession and authority to store them with Kun Fulfilment and authorize their release or delivery. 

3.6.4. The Goods and Kun Fulfilment’s services related to them do not infringe on third-party Intellectual Property Rights. 

3.6.5. You have provided and will continue to provide all necessary and legally compliant information about the Goods and related services to Kun Fulfilment. 

3.6.6. Goods will be delivered in compliance with Kun Fulfilment’s goods-in procedures, securely packed to ensure safe handling, storage, and transportation. Any breach of this clause is material and non-remediable, allowing immediate termination under clause 7.3. 

3.6.7. You will inform Kun Fulfilment of any special handling requirements and agree to pay additional charges if necessary. 

3.6.8. You must comply with all reasonable requirements set by Kun Fulfilment regarding Goods handling, packaging, storage, and transportation. 

3.6.9. Unless agreed otherwise, you are responsible for instructing Kun Fulfilment on the picking order of Goods (e.g., based on sell-by or use-by dates). 

3.6.10. You have all necessary import certifications, licenses, and permits for the Goods and shall bear all associated costs, including customs duties and taxes. Kun Fulfilment may act as an agent on behalf of UK-based customers regarding customs declarations. 

3.6.11. You must provide all required documentation for international customs clearance, including pricing, HS codes, and necessary licenses.

 3.6.12. All sales and promotional materials relating to the Goods and Services must comply with applicable laws and be accurate. If the Goods include alcohol, you must conduct robust age verification checks. Any breach of this clause is material and non-remediable, allowing Kun Fulfilment to terminate under clause 7.2. 

3.6.13. You shall comply with all Business Conduct Laws and implement adequate procedures to prevent violations. 

3.6.14. You confirm that neither you nor your officers, employees, agents, or subcontractors have committed an offense under Business Conduct Laws, are under investigation, or are aware of potential violations. 3.6.15. You must immediately notify Kun Fulfilment in writing if you become aware of any potential breach of Business Conduct Laws. 

3.6.16. If the Goods fall under Article 4(5) of Regulation (EU) 2019/1020, you confirm that there is a manufacturer, importer, or authorized representative for them in the EU. 

3.6.17. You shall not consign Goods to Kun Fulfilment in circumstances where Kun Fulfilment may be deemed to have placed them on the market under applicable safety regulations without prior written consent.

3.7. A breach of clauses 3.6.13, 3.6.14, or 3.6.15 is material and non-remediable, entitling Kun Fulfilment to immediate termination under clause 7.3.

3.8. You shall indemnify and hold Kun Fulfilment, its employees, officers, agents, and contractors harmless from all liabilities, costs, damages, losses, and expenses (including direct, indirect, or consequential losses, loss of profit, and legal costs) arising from:

 3.8.1. Any breach of the warranties in clause 3.6.

 3.8.2. Any third-party claims resulting from information provided (or omitted) by you to Kun Fulfilment. 

3.8.3. Any third-party claims or regulatory requirements concerning the Goods.

 3.8.4. Any fines or penalties incurred by Kun Fulfilment due to compliance with your instructions or omissions.

3.9. If Kun Fulfilment suspects a breach of clause 3.6 related to the Goods’ nature, condition, or provided information, it may refuse acceptance, require immediate removal, or arrange removal at your expense. This shall not be considered a breach or termination of these Terms by Kun Fulfilment.

4. KUN FULFILMENT OBLIGATIONS

4.1. Kun Fulfilment agrees to:

4.1.1. Deliver the Services with due skill and care, complying with applicable laws. Kun Fulfilment reserves the right to modify the Services, Charges, and Terms if legal changes require it, providing the Customer with at least one (1) month’s written notice.

4.1.2. Provide the Services unless prevented due to any action or omission by the Customer or as specified under clauses 7 or 14.

4.2. If Kun Fulfilment’s ability to fulfill its obligations is hindered or delayed by the Customer’s action, omission (such as insufficient stock for Orders), or failure to fulfill any relevant duty within seven (7) days of receiving written notice (Customer Default):

4.2.1. Kun Fulfilment may suspend Services until the Customer rectifies the issue, relying on the Customer Default as justification for the suspension.

4.2.2. Kun Fulfilment will not be liable for any costs or losses incurred by the Customer due to the failure or delay in performing obligations caused by Customer Default.

4.2.3. The Customer must compensate Kun Fulfilment for reasonable costs or losses incurred due to Customer Default, including claims from Recipients exercising their rights.

4.3. Where Kun Fulfilment provides storage and/or processing (excluding transport), its responsibility for Goods starts upon acceptance into storage and ends when the Customer or its agents take physical possession.

4.4. If Kun Fulfilment provides transport services (directly or through subcontractors), its responsibility for Goods begins when it takes physical control and ends upon delivery to the Customer, its agent, subcontractor, or Recipient, or upon relinquishing control at the designated delivery location. Otherwise, the Customer retains responsibility for the Goods.

4.5. In the case of bulk Order deliveries to a Recipient:

4.5.1. If the delivery is unsuccessful due to the Recipient’s staff being unavailable to unload or inadequate unloading facilities, Kun Fulfilment’s responsibility for the Goods ends.

4.5.2. The Customer is responsible for unloading or arranging for Recipient staff to do so.

4.5.3. The Customer must indemnify Kun Fulfilment, its employees, agents, and subcontractors for any liabilities, costs, or losses arising from unloading the bulk Order.

4.6. Kun Fulfilment’s responsibility for Goods ceases upon termination of these Terms or upon expiry of any notice requiring the Customer to remove the Goods.

4.7. Kun Fulfilment does not guarantee any third-party services it integrates with, such as carriers or internet service providers, beyond warranties provided by those suppliers. However, it will exercise reasonable care in selecting and verifying suppliers.

4.8. Unless agreed in writing, Kun Fulfilment is not required to have specific security configurations on its premises. Surveillance cameras are for record-keeping purposes only and are not continuously monitored.

4.9. Unless explicitly agreed in writing, Kun Fulfilment is not responsible for stock rotation or consolidation. Customers must request such actions in writing and pay applicable charges.

5. CHARGES AND PAYMENT

5.1. Kun Fulfilment periodically reviews and may adjust its Charges, providing at least one (1) month’s notice via email and the Dashboard. Updated Charges apply from the following calendar month.

5.2. Additional costs may be included in the Charges for factors such as special carrier requirements, delivery restrictions, returns, or external cost increases (e.g., fuel surcharges or legal changes).

5.3. Kun Fulfilment may revise Charges if Customer usage deviates from agreed volumes or processes change. Offboarding costs will also apply upon termination of Services.

5.4. Invoices for Charges are issued weekly in arrears and must be paid within seven (7) days via direct debit. Failed direct debits will be reattempted; repeated failures or cancellation may incur administrative fees or surcharges. All Charges exclude VAT, which the Customer must pay upon receipt of a valid invoice.

5.5. The Customer must pay all amounts due without deductions, set-offs, or counterclaims, except as required by law.

5.6. Timely payment is essential. Overdue amounts accrue interest at 4% per annum above the Bank of England base rate, calculated daily from the due date until full payment.

5.7. Kun Fulfilment may set or adjust credit limits and payment terms, withholding Services if limits or terms are exceeded.

5.8. If payments remain overdue for more than seven (7) days, Kun Fulfilment may suspend or terminate Services without limiting its other rights.

5.9. Kun Fulfilment has a lien over Goods in its possession as security for unpaid amounts. Charges continue to accrue on detained Goods. If outstanding amounts remain unpaid for fourteen (14) days after notice, Kun Fulfilment may sell or dispose of the Goods and deduct amounts due, with no liability for sale price sufficiency.

5.10. Any invoice disputes must be raised promptly and in good faith with supporting evidence. The undisputed portion must be paid while disputes are resolved.

5.11. Any additional services outside the agreed scope will be charged at agreed rates or rates notified via email and the Dashboard. Starting additional services does not affect Kun Fulfilment’s rights under this clause.

6. BUSINESS REVIEW AND VOLUMES

6.1. Kun Fulfilment and you will each designate a representative (an “Account Manager”) to serve as the primary contact for all daily operations and matters related to the Services and these Terms.

6.2. The designated Account Managers will meet at the frequency outlined in the forecasting requirements of this KOA to discuss service volumes, including order volumes and pallet storage needs. At least seven (7) days before this meeting, you must provide Kun Fulfilment with a written, updated forecast of anticipated volumes for the next quarter (“Updated Forecast”), as per the forecasting requirements in this KOA. Any adjustments to volumes outside the initially agreed projections must be approved by Kun Fulfilment, with such approval not being unreasonably withheld. If an Updated Forecast projects an order volume or pallet storage volume that deviates by twenty percent (20%) or more from the Initial Forecast or the most recent Updated Forecast, Kun Fulfilment reserves the right to immediately review and modify the Charges at its discretion.

6.3. You are required to provide Kun Fulfilment with adequate notice (“Sufficient Surge Notice”) of any Surge Event as soon as you become aware of it. Although the minimum notice period is 28 days, you must provide the maximum possible notice, acting reasonably.

6.4. If you fail to provide Sufficient Surge Notice, or if Kun Fulfilment reasonably determines that the given notice was inadequate based on available information, Kun Fulfilment may review and adjust the Charges for the duration of the Extraordinary Activity to reflect its impact.

6.5. In cases where a Surge Event occurs and Sufficient Surge Notice was provided but Kun Fulfilment is unable to deliver the Services due to a Force Majeure Event or other factors (despite reasonable efforts), the Parties will attempt to reach an agreement on applicable Charges. If no agreement is reached, Kun Fulfilment may review and revise the Charges accordingly for the duration of the Extraordinary Activity.

6.6. Regardless of whether a Surge Event is involved, if an Extraordinary Activity period occurs during a forecasted timeframe, Kun Fulfilment retains the right to immediately modify the Charges for the duration of that activity to account for its impact.

6.7. If pick, pack, and dispatch activities for a given forecast period fall below 80% of the Initial Forecast or the most recent Quarterly Forecast, Kun Fulfilment may immediately adjust the Charges at its discretion for the period of such variance.

6.8. Without limiting obligations under this clause, you must inform Kun Fulfilment, both orally and in writing, as soon as you become aware that the Initial Forecast or any Updated Forecast is inaccurate or that your service requirements may differ from previous projections. The Parties will then discuss and attempt to accommodate the variance in good faith.

7. TERMINATION

7.1. Unless otherwise specified in the KOA, either Party may terminate the Services under these Terms with at least one (1) month’s written notice to the other Party.

7.2. You may, without prejudice to other rights or remedies under these Terms, immediately terminate the Services by providing written notice to Kun Fulfilment without further liability if:

7.2.1. Kun Fulfilment commits a material breach of these Terms and, if remediable, fails to rectify the breach within 14 days of receiving written notice (or 7 days in the case of non-payment of Charges);

7.2.2. Kun Fulfilment becomes subject to Insolvency Proceedings;

7.2.3. Kun Fulfilment ceases or threatens to cease business operations; or

7.2.4. Termination is permitted under clause 13.

7.3. Kun Fulfilment may, without prejudice to other rights or remedies, suspend the Services for up to 28 days without notice (with Charges remaining payable during suspension) or immediately terminate the Services by written notice without further liability if:

7.3.1. You or any party under your control materially breach these Terms and fail to rectify the breach within 14 days of receiving written notice from Kun Fulfilment;

7.3.2. You become subject to Insolvency Proceedings;

7.3.3. You cease or threaten to cease business operations; or

7.3.4. Kun Fulfilment has the right to terminate under clause 13.

7.4. Suspension of Services by Kun Fulfilment does not affect its right to terminate the Services under these Terms.

7.5. Upon termination of the Services for any reason:

7.5.1. You must immediately cease using and return all materials belonging to or licensed by Kun Fulfilment;

7.5.2. Kun Fulfilment will ensure that stored Goods are identifiable as belonging to you or your nominee;

7.5.3. Provided your account is cleared of all arrears, you (or your nominee) may, with at least 72 hours’ notice and at a mutually agreed time, collect your Goods during Working Hours from Kun Fulfilment’s warehouse without incurring extra costs or disrupting normal operations; and

7.5.4. You must, within 14 days of termination (or a shorter period as notified via email), pay all outstanding amounts and remove all your Property from Kun Fulfilment premises. Failure to do so may result in Kun Fulfilment disposing of, selling, or retaining the Property at your cost. If sold, Kun Fulfilment may determine the sale price without liability for any alleged undervaluation. Additionally, Kun Fulfilment and any successor may use associated copyrights, trademarks, and warranties in connection with disposal. This clause remains in effect post-termination.

7.6. Termination does not affect any rights accrued by either Party before the termination date.

7.7. These Terms do not limit any statutory termination rights either Party may have under applicable law.

8. INSURANCE

8.1. Unless specified in the Onboarding Documents or agreed otherwise in writing, Kun Fulfilment does not insure Property. You are responsible for self-insuring or arranging sufficient coverage (including duties and taxes) for the Goods against all insurable risks, with any insurer’s subrogated claims excluded.

8.2. Kun Fulfilment limits its liability per clause 9, with Product Loss capped as specified in clause 9.3.1. You may (and are advised to) obtain additional insurance to cover any liability exceeding these limits. Both Parties agree these limitations are reasonable given their respective commercial positions and ability to obtain insurance for relevant risks under these Terms.

9. LIMITATION OF REMEDIES AND LIABILITY

9.1. Nothing in these Terms shall exclude or limit either Party’s liability for (a) death or personal injury resulting from negligence, (b) fraud or fraudulent misrepresentation, or (c) any other liability that cannot be excluded or restricted under applicable law.

9.2. Subject to clause 9.1 and except as outlined in clause 3.8 or in cases of your intentional default, neither Party shall be held liable—whether in contract, tort (including negligence), statutory breach, or otherwise—under these Terms for (i) special, indirect, incidental, or consequential losses or (ii) loss of profit, contracts, revenue, opportunities, anticipated savings, goodwill, business interruptions, wasted costs, wasted management time, or liquidated damages (whether direct or indirect, foreseeable, or previously advised as a potential risk).

9.3. Subject to clause 9.1, Kun Fulfilment’s liability in connection with our business relationship with you—regardless of whether arising in tort, contract, or otherwise and whether caused by negligence or misrepresentation—is limited as follows:

9.3.1. Kun Fulfilment’s liability for Product Loss is (i) while the Goods are in the Warehouse and under Kun Fulfilment’s control, limited to the lesser of the replacement or invoice cost (upon evidence submission) up to £100 per tonne, except where covered by Kun Fulfilment’s insurance; and (ii) while Goods are in transit under a carrier’s control, limited to the delivery fees unless Kun Fulfilment has agreed to a higher liability cap for an additional fee, subject to the specific terms of that agreement incorporated into these Terms.

9.3.2. Kun Fulfilment’s liability for matters unrelated to Goods (such as alleged negligent advice or data discrepancies) is capped at £1000 per incident or series of related incidents.

9.3.3. All warranties and conditions, whether express or implied by law or otherwise, are disclaimed to the fullest extent permitted by law.

9.3.4. Kun Fulfilment bears no liability for Product Loss or any other damages caused, in whole or in part, by your actions or omissions.

9.3.5. Kun Fulfilment is not responsible for carrier actions or omissions in transporting your Property to or from Kun Fulfilment locations. Carriers engaged for the Services operate independently of Kun Fulfilment; delivery timelines are estimates, and Kun Fulfilment provides no guarantees, regardless of the chosen fulfilment option. A Recipient’s signature on delivery serves as proof of Goods being received in satisfactory condition (unless otherwise noted).

9.4. Goods in transit may be temporarily stored overnight or at an interim location at Kun Fulfilment or the carrier’s discretion.

9.5. Any level of performance by Kun Fulfilment shall invalidate claims of non-performance.

9.6. The rights and remedies provided under these Terms are cumulative, without prejudice to any additional legal or equitable rights a Party may have.

9.7. Kun Fulfilment may remove any of your or third-party information that it reasonably deems inappropriate. Where feasible, Kun Fulfilment will attempt to notify you in advance of such removal.

9.8. If Kun Fulfilment is required to make any payments to authorities or Recipients due to fraud, default, or negligence by you (or anyone acting on your behalf), you must fully reimburse Kun Fulfilment for such payments without delay.

9.9. Kun Fulfilment will not be liable for any claims unless notified in writing within 10 Business Days of you becoming aware of the event, with sufficient written details provided within 15 Business Days to facilitate an investigation.

9.10. Legal proceedings, including counterclaims, must be initiated and served within 9 months of the event giving rise to the claim.

10. INTELLECTUAL PROPERTY RIGHTS

Each Party retains ownership of its Intellectual Property and any associated rights. All data, forecasts, tools, and software developed or utilized by Kun Fulfilment in connection with the Services, including any Intellectual Property therein, shall remain the exclusive property of Kun Fulfilment or its licensees, regardless of whether development costs were covered by you or another party. Nothing in these Terms transfers or grants any Intellectual Property rights between the Parties.

11. TAXATION

11.1. You are responsible for verifying the accuracy of all transactions and computations carried out through the Services, including tax calculations, duties, charges, and related documentation (such as invoices, VAT records, and shipping documents).

11.2. You bear sole responsibility for filing tax returns and paying all applicable taxes, duties, customs, excise, or other charges related to your use of the Services or the Goods. You agree to fully indemnify Kun Fulfilment against any liabilities arising from such obligations.

11.3. Kun Fulfilment does not provide tax advisory services or customs/import/export duty advice. The Services do not include such advisory functions, and all computations are based solely on data you provide.

12. THIRD-PARTY TRANSACTIONS

12.1. You remain solely responsible for all transactions involving the Goods between you and third parties, including Recipients. Kun Fulfilment is not a party to, nor responsible for, any agreements or dealings between you and a Recipient or any other third party.

13. DATA PROTECTION

13.1. Both Parties shall adhere to all applicable Data Protection Legislation requirements.

13.2. Under Data Protection Legislation, you act as the data controller, while Kun Fulfilment is the data processor.

13.3. Kun Fulfilment will process personal data supplied by you strictly for purposes related to fulfilling its obligations. Kun Fulfilment may share such data with subcontractors, subprocessors, or government authorities, as permitted by Data Protection Legislation. Upon written request, Kun Fulfilment will provide details of any subprocessors.

13.4. The Important Notes section of these Terms outlines Kun Fulfilment’s data processing scope, nature, and purpose.

13.5. You warrant and agree that: 

13.5.1. You have obtained all necessary consents and provided all required notices to facilitate the lawful transfer of Personal Data to Kun Fulfilment and its subprocessors. 

13.5.2. All Personal Data processed under these Terms complies with Data Protection Legislation in its collection, use, and storage. 

13.5.3. You have provided fair processing notices to Data Subjects and obtained any required consents for all processing activities performed by Kun Fulfilment and its subprocessors. 

13.5.4. Any instructions given to Kun Fulfilment regarding Personal Data comply with Data Protection Legislation. 

13.5.5. You indemnify Kun Fulfilment and its personnel against all costs, losses, and liabilities arising from: 

13.5.5.1. Your non-compliance with Data Protection Legislation; 

13.5.5.2. Processing of Personal Data by Kun Fulfilment or its subprocessors in accordance with your instructions that infringe Data Protection Legislation; 

13.5.5.3. Any breach of your data protection obligations under these Terms.

13.6. Kun Fulfilment shall: 

13.6.1. Process Personal Data only on your documented instructions. 

13.6.2. Implement appropriate security measures to prevent unauthorized access, loss, or damage to Personal Data. 

13.6.3. Ensure personnel with access to Personal Data maintain confidentiality. 

13.6.4. Not transfer Personal Data outside the EEA without your consent, unless necessary for international deliveries, subject to safeguards outlined in Data Protection Legislation. 

13.6.5. Assist you in handling Data Subject requests and fulfilling obligations under Data Protection Legislation. 

13.6.6. Notify you promptly of any Personal Data breach. 

13.6.7. Upon termination of Services, delete, anonymize, or return Personal Data, except where legal or audit requirements necessitate retention. 

13.6.8. Maintain records to demonstrate compliance with these obligations.

14. FORCE MAJEURE

14.1. If either Party is unable to fulfill, experiences delays, or is hindered in meeting any obligations under these Terms due to circumstances beyond their reasonable control, such as natural disasters (lightning, floods, earthquakes, fires, extreme weather), infrastructure failures (utility breakdowns, transport network disruptions, fuel shortages, road closures, traffic congestion, airline delays, mechanical failures), conflicts (wars, terrorism, civil unrest), health crises (pandemics, epidemics), labor disputes (excluding those involving the affected Party’s employees), staff shortages, governmental or regulatory directives, or uncontrollable carrier-related events, the affected Party shall not be held liable for non-performance.

14.2. If Kun Fulfilment is unable to deliver Services due to network failures or the refusal or delay of a third-party telecommunications provider, and no alternative service is available at a reasonable cost, Kun Fulfilment will bear no liability for service failure.

14.3. If a Force Majeure Event (as described in 14.1 or 14.2) prevents Kun Fulfilment from delivering Services for more than 28 days, you may seek alternative service providers without incurring charges for the affected Services. If such an event lasts longer than three months, either Party may terminate these Terms by providing notice. Any outstanding charges, excluding those for affected Services, shall become due upon termination.

15. CONFIDENTIALITY

15.1. Each Party shall safeguard the other Party’s Confidential Information with at least the same level of care as it uses for its own sensitive information, ensuring reasonable protection against unauthorized disclosure.

15.2. Confidential Information may only be shared with employees, affiliates, or professional advisors who require access to it. Further disclosure is prohibited without prior written consent.

15.3. The confidentiality obligations do not apply to information that:

• Is publicly available other than due to a breach of this clause;
• Was already in possession of the receiving Party before disclosure;
• Was received from an independent third party with full rights of disclosure;
• Was independently developed by the receiving Party without breaching these Terms;
• Must be disclosed due to legal or governmental requirements, provided that the disclosing Party is notified promptly.

15.4. These confidentiality obligations shall remain effective for two years beyond the termination of these Terms.

16. NOTICES

16.1. All notices must be in English, addressed to the designated contact person, and sent via email, prepaid first-class mail, recorded delivery, or commercial courier. If sent internationally, registered airmail should be used.

16.2. Notices shall be deemed received as follows:

• Immediate receipt if delivered personally or via email;
• 48 hours after posting via first-class mail, recorded delivery, or courier;
• Five days after posting via registered airmail.

16.3. If a notice is received outside of business hours (9:00 AM – 5:30 PM, Monday to Friday, excluding public holidays), it shall be deemed received at the start of the next business day.

16.4. Proof of service shall be established by demonstrating the correct addressing and posting of the notice.

17. EMPLOYEES

17.1. Neither Kun Fulfilment nor you may solicit or engage each other’s staff, directly or indirectly, during the term of these Terms and for 12 months thereafter, unless the recruitment occurs through a public job advertisement.

17.2. In cases of an Inward TUPE Transfer, you shall indemnify Kun Fulfilment against liabilities related to:

• Employment or termination of employment before the Effective Time;
• Failure by the Transferor to meet legal obligations regarding Employees;
• Transfer of employment terms not previously approved by Kun Fulfilment;
• Acts or omissions of the Transferor prior to the Effective Time;
• Non-compliance with consultation requirements under TUPE.

17.3. In cases of an Outward TUPE Transfer, you shall indemnify Kun Fulfilment against liabilities related to:

• The Transferee’s failure to fulfill legal obligations;
• Employment issues or any changes causing material detriment to employees.

17.4. If TUPE does not apply upon service transfer, and Kun Fulfilment must terminate employees due to redundancy within three months, you shall indemnify Kun Fulfilment against related liabilities unless they arise from Kun Fulfilment’s actions.

18. GENERAL

18.1. Kun Fulfilment may use the names, logos, and other branding elements associated with the Goods in communications and promotional materials.

18.2. Any public announcements or marketing related to these Terms must be approved by both Parties before release.

18.3. Kun Fulfilment and its carriers reserve the right to inspect packages and their contents.

18.4. Any disputes shall be resolved through:

• Initial discussions between Contract Managers within seven days of notification;
• Escalation to senior executives if unresolved within seven days.

18.5. Rights or obligations under these Terms cannot be assigned without prior written consent, except Kun Fulfilment may assign them to a Group Company or financial entity.

18.6. These Terms, along with Onboarding Documents, constitute the entire agreement between the Parties, superseding any prior arrangements.

18.7. Third parties, except Kun Fulfilment Group Companies, have no rights to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.

18.8. Amendments to this Agreement must be in writing and signed by authorized representatives.

18.9. Rights under these Terms are cumulative and do not exclude legal rights.

18.10. A waiver of any breach does not constitute a waiver of future breaches.

18.11. If any provision is deemed invalid or unenforceable, the remainder shall remain in effect.

18.12. If modification can render an invalid provision enforceable, it shall be applied to maintain the intended effect.

18.13. These Terms do not establish a partnership or agency relationship between the Parties.

18.14. These Terms bind and benefit the successors of the Parties.

18.15. These Terms and any disputes arising from them shall be governed by English law, with the exclusive jurisdiction of English courts