Terms of Service

Background

Claimit has developed certain software applications and platforms which it makes available to subscribers via the internet for the purpose of conducting automated claims management for lost and damaged parcels, incorrect surcharges, handling errors, delivery delays and other Courier issues as its Services.
The Customer wishes to use Claimit's Services in its business operations.
Claimit has agreed to provide and the Customer has agreed to take and pay for Claimit's Services subject to these Conditions.

1. Operative Provisions

1.1 The definitions and rules of interpretation in this clause apply in the Contract.

Authorised Users — Those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation.

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 hours of 9.00am to 5.00pm on a Business Day in the UK.

Charges — The subscription fees payable by the Customer to Claimit for the User Subscriptions, as set out in Schedule 1.

Commencement Date — The date on which Claimit submits its acceptance of the Contract to the Customer pursuant to clause 2.1.

Confidential Information — Information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.1.

Contract — The contract between the Customer and Claimit for the supply of the Services in accordance with the Contract Details and these Conditions, including the Schedules.

Contract Details — The contract details setting out further information about the Contract and the parties via the online registration process undertaken by the Customer, which form part of the Contract, to which these Conditions apply.

Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures — As defined in the Data Protection Legislation.

Couriers — Those Couriers engaged by the Customer for deliveries which have been notified to Claimit during the Registration Process and are the subject of the Services, together with any additional Couriers engaged by the Customer and whose data is added to the Customer System from time during the continuance of the Contract.

Customer Data — The data inputted by the Customer, Authorised Users, Claimit on the Customer's behalf or Couriers for the purpose of using the Services or facilitating the Customer's use of the Services.

Customer System — The Customer invoicing and pricing system(s) and portals set up for the Customer, contracts and transactions with Couriers, including service level agreements, transactional information and business, invoices, specifications and providing information about deliveries, billing, surcharges.

Data Protection Legislation —

To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of Personal Data; and
To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Customer or Provider is subject, which relates to the protection of personal data.

Documentation — The document and other information made available to the Customer by Claimit online via the Claimit Website or such other web address notified by Claimit to the Customer from time to time which sets out a description of the Services, the user instructions for the Services and the extent to which the Services can be applied to particular Couriers.

Domestic Law — The law of the United Kingdom or a part of the United Kingdom.

EU GDPR — The General Data Protection Regulation ((EU) 2016/679).

EU Law — The law of the European Union or any member state of the European Union.

Initial Subscription Term — The initial term of the Contract as set out in the Contract Details.

Registration Process — The registration of Customer details via information input by the Customer through the website, in order to apply for a Subscription pursuant to the Contract.

Renewal Period — The period described in clause 14.1.

Savings — Has the meaning contained in Schedule 1.

Savings Transaction — Means an individual Courier transaction in respect of which Claimit has, through the Services, made a successful claim against the Courier as a result of which the Customer has achieved a Saving.

Services — The subscription services provided by Claimit to the Customer under the Contract via the Claimit Website or any other website notified to the Customer by Claimit from time to time, as more particularly described in the Documentation.

Software — The online software applications provided by Claimit as part of the Services.

Subscription — The subscription purchased by the Customer pursuant to clause 9.1 which entitle Authorised Users to access and use the Services and the Documentation in accordance with the Contract.

Subscription Term — Has the meaning given in clause 14.1.

Support Services — Claimit's support services in relation to the Services as set out in Annex 1.

UK GDPR — Has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

Virus — Any thing or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device.

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

1.3 Save where otherwise provided, terms defined in the Contract Details shall have the same meaning in these Conditions.

1.4 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).

1.5 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.6 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.7 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.8 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of the Contract.

1.9 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of the Contract under that statute or statutory provision.

1.10 A reference to writing or written excludes fax but not email.

1.11 References to clauses and schedules are to the clauses and schedules of the Contract; references to paragraphs are to paragraphs of the relevant schedule to the Contract.

2. Subscription

2.1 The Contract Details shall only be deemed to be accepted when Claimit submits to the Customer, by e-mail, its acceptance of the Contract after the Customer has concluded the Registration Process. The Contract shall come into existence, subject to these Conditions, on the Commencement Date as stated in the Contract Details.

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

2.3 Subject to Claimit accepting the Contract pursuant to clause 1, Subscription restrictions set out in this clause 2 and the other terms and conditions of the Contract, Claimit hereby grants to the Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer's internal business operations.

2.4 In relation to the Authorised Users, the Customer undertakes that:

2.4.1 Each Authorised User shall keep a secure password for their use of the Services and Documentation, that such password shall be changed as required by Claimit from time to time and that each Authorised User shall keep their password confidential;

2.4.2 It shall permit Claimit or Claimit's designated auditor to audit the Services in order to establish the name and password of each Authorised User and the Customer's data processing facilities to audit compliance with the Contract;

2.4.3 No Authorised User shall be a minor in the jurisdiction in which they reside (generally under 18).

2.5 There shall be no limit to the number of Authorised Users authorised by the Customer to use the Services.

2.6 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:

is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
facilitates illegal activity;
depicts sexually explicit images;
promotes unlawful violence;
is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
is otherwise illegal or causes damage or injury to any person or property;

and Claimit reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.

2.7 The Customer shall not:

attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation;
attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or the Services;
access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation;
use the Services and/or Documentation to provide services to third parties;
license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users;
attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2;
use the Services or the Software to engage directly with the Couriers in a way which by-passes Claimit's control of the Services;
introduce or permit the introduction of, any Virus into the Services or Claimit's network and information systems.

2.8 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Claimit.

2.9 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.

3. Services

3.1 Claimit shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of the Contract.

3.2 Claimit shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:

planned maintenance carried out during the maintenance window outside of Business Hours;
unscheduled maintenance performed inside Business Hours, provided that Claimit has used reasonable endeavours to give the Customer at least 1 hour notice in advance; and
emergency and urgent maintenance performed inside Business Hours, when the Services are unavailable due to unforeseen circumstances or from a cyber attack.

3.3 Claimit will, as part of the Services and at no additional cost to the Customer, provide the Customer with Claimit's standard customer Support Services during Business Hours in accordance with Schedule 2.

3.4 Claimit makes no representations or assurances that the Services are appropriate for use in locations other than England, Scotland and Wales.

3.5 The supply of the Services does not constitute Claimit as a Courier or create any contract between Claimit and a Courier, nor does it create any liability from Claimit to a Courier.

3.6 Claimit will monitor the Customer's activities with the Courier as part of the Services. Claimit shall not store such information with third parties, but may use it on an anonymous basis to develop its Services and the Software.

4. Data Protection

Claimit's privacy policy annexed by reference to the Contract Details shall apply in respect of the Services and Claimit's processing of the Customer's personal data included in the Customer Data or lodged on the Customer System shall be subject to the data processing provisions set out in Schedule 3.

5. Third Party Providers

5.1 The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties (including but not limited to Couriers) via third-party websites and that it does so solely at its own risk. Claimit makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website.

6. Claimit's Obligations

6.1 Claimit shall perform the Services substantially in accordance with the Documentation and with reasonable skill and care.

6.2 Claimit's obligations at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Claimit's instructions, or modification or alteration of the Services by any party other than Claimit or Claimit's duly authorised contractors or agents.

6.3 Claimit does not warrant that:

the Customer's use of the Services will be uninterrupted or error-free;
the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements;
the Software or the Services will be free from Viruses.

6.4 The Contract shall not prevent Claimit from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the Contract.

6.5 Claimit warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the Contract.

6.6 In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against Claimit shall be for Claimit to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Claimit.

7. Customer's Obligations

7.1 The Customer shall:

provide Claimit with all necessary co-operation in relation to the Contract and all necessary access to such information as may be required by Claimit, including but not limited to Customer Data, access to the Customer's Courier accounts, security access information and configuration services;
comply with all applicable laws and regulations with respect to its activities under the Contract;
carry out all other Customer responsibilities set out in the Contract in a timely and efficient manner;
ensure that the Authorised Users use the Services and the Documentation in accordance with these Conditions and shall be responsible for any Authorised User's breach of the Contract;
obtain and shall maintain all necessary licences, consents, and permissions necessary for Claimit, its contractors and agents to perform their obligations under the Contract;
ensure that its network and systems comply with the relevant specifications provided by Claimit from time to time; and
be solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Claimit's data centres.

7.1.8 The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

8. Customer Data and Customer Systems

8.1 As between the parties, the Customer or its licensors retains all right, title and interest (including intellectual property rights) in and to the Customer Data and the Customer System.

8.2 The Customer warrants that it owns all right, title and interest in and to Customer Data and the Customer Systems and by giving Claimit access to the Customer Data and the Customer System to provide the Services, it will not violate the intellectual property rights of any third party including its Couriers.

8.3 The Customer further represents and warrants it has the right and is entitled to submit Customer Data into the Services and that such data is true, correct, accurate, complete, current, not confidential, and use or possession does not violate contractual restrictions or other third party rights.

8.4 Subject to the terms of the Contract, the Customer hereby grants Claimit a non-exclusive, worldwide, royalty-free license and right to process Customer Data to provide the Services.

8.5 The Customer's license to Claimit of the right to process Company Data for the Services includes but is not limited to, Claimit's utilisation of the Courier's account information to facilitate access, integration, and analysis of the Courier's services.

8.6 Claimit has no obligation to assess the content, accuracy or legality of Customer Data or the Customer System, nor is Claimit required to back up Company Data.

8.7 The Customer understands and acknowledges that use of the Services necessarily involves transmission of Customer Data over networks that are not owned, operated or controlled by Claimit, and that Claimit shall not be held responsible for any Customer Data lost or stored across such networks.

8.8 Upon closure of any claim managed via Claimit, all ancillary files, attachments, and any personal data (PII) associated with the claim will be permanently deleted from Claimit's systems within 90 calendar days of claim closure, unless retention is required by applicable law or contract.

8.9 This includes any documentation, correspondence, form uploads, screenshots, or attachments containing personal information received from clients or third-party integrations. It excludes aggregated or anonymised data that does not allow for the re-identification of individuals.

8.10 If Claimit is explicitly contractually obliged or legally required to retain data for a longer period, data may be retained for that extended timeframe. In such cases, Claimit will notify relevant parties and document the retention requirement.

8.11 Should a data subject request deletion of data prior to the 90 day retention period ending, Claimit will evaluate the request in accordance with its Data Privacy Policy and applicable law, and may proceed with earlier deletion where permissible.

8.12 During the retention period, all relevant data will be protected according to Claimit's Data Privacy Policy and Information Security Policy — including encryption at rest, access controls, and logging of access.

8.13 Users and customers will be informed about this retention policy in Claimit's Privacy Notice and, where applicable, in customer-facing documentation or onboarding materials.

9. Charges and Payment

9.1 The Customer shall pay the Charges to Claimit for the Subscription in accordance with this clause 9 and Schedule 1.

9.2 If Claimit has not received payment within 14 days after the due date, and without prejudice to any other rights and remedies of Claimit:

Claimit may, on no less than 5 Business Days' notice to the Customer and without liability to the Customer, disable the Customer's passwords, account and access to all or part of the Services;
interest shall accrue on a daily basis on such due amounts at an annual rate equal to 8% over the then current base rate of the Bank of England from time to time.

9.3 All amounts and fees stated or referred to in the Contract:

shall be payable in pounds sterling;
shall be paid, at Claimit's request, via an authorised secure direct debit platform;
are, subject to clause 3.2, non-cancellable and non-refundable;
are exclusive of value added tax, which shall be added to Claimit's invoice(s) at the appropriate rate.

9.4 In addition to the Charges described in Schedule 1, the Customer may subscribe for additional Services from time to time which may be subject to separate Charges as agreed between the parties.

9.5 Claimit shall be entitled to increase the Charges, and the amount of commission due to Claimit at the start of each Renewal Period upon 30 days' prior notice to the Customer.

10. Proprietary Rights

10.1 The Customer acknowledges and agrees that Claimit and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, the Contract does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks or any other rights or licences in respect of the Services or the Documentation.

10.2 Claimit confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of the Contract.

11. Confidentiality

11.1 Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its Representatives to the other party and that party's Representatives whether before or after the date of the Contract in connection with the Services.

11.2 The provisions of this clause shall not apply to any Confidential Information that:

is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);
was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party; or
the parties agree in writing is not confidential or may be disclosed.

11.3 Each party shall keep the other party's Confidential Information secret and confidential and shall not:

use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with the Contract (Permitted Purpose); or
disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 11.

11.4–11.11 Additional confidentiality provisions apply regarding disclosure to Representatives, legal requirements, Bribery Act disclosures, reservation of rights, return/destruction of information on termination, public announcements, warranties, and survival of obligations after termination.

12. Indemnity

12.1 The Customer shall defend, indemnify and hold harmless Claimit against claims, actions, proceedings, losses, damages, expenses and costs arising out of or in connection with the Customer's use of the Services and/or Documentation.

12.2 In the defence or settlement of any claim, Claimit may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate the Contract on two Business Days' notice.

12.3 In no event shall Claimit, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:

a modification of the Services or Documentation by anyone other than Claimit;
the Customer's use of the Services or Documentation in a manner contrary to the instructions given by Claimit;
the Customer's use of the Services or Documentation after notice of the alleged or actual infringement; or
the Customer's breach of the Contract.

13. Limitations of Liability

13.1 Except as expressly and specifically provided in the Contract:

the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation;
all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Contract; and
the Services and the Documentation are provided to the Customer on an "as is" basis.

13.2 Nothing in the Contract excludes the liability of Claimit for death or personal injury caused by Claimit's negligence, or for fraud or fraudulent misrepresentation.

13.3 Subject to clause 13.2:

Claimit shall have no liability for any loss of profits, loss of business, wasted expenditure, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss;
Claimit's total aggregate liability to the Customer in respect of all breaches of duty occurring within any contract year shall not exceed the cap;
the cap is the greater of £100,000 (one hundred thousand pounds sterling) and 50% of the total Charges paid in the contract year in which the breaches occurred.

13.5 Nothing in the Contract excludes the liability of the Customer for any breach, infringement or misappropriation of Claimit's Intellectual Property Rights.

14. Term and Termination

14.1 The Contract shall, unless otherwise terminated as provided in this clause 14, commence on the Commencement Date and shall continue for the Initial Subscription Term and, thereafter, the Contract shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless either party gives the other party not less than 30 days prior written notice of termination, or otherwise terminated in accordance with the provisions of the Contract.

14.2 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 the other party fails to pay any amount due, commits a material breach, or in the event of insolvency or similar circumstances as detailed in the full terms.

14.3 On termination of the Contract for any reason:

all licences granted under the Contract shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation;
each party shall return and make no further use of any equipment, property, Documentation and other items belonging to the other party;
any shared savings due to Claimit in respect of Courier savings achieved through the Services prior to termination shall remain due and payable by the Customer;
Claimit may destroy or otherwise dispose of any of the Customer Data in its possession unless Claimit receives, no later than ten days after the effective date of termination, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data;
any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination shall not be affected or prejudiced.

15. Force Majeure

Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for six weeks, the party not affected may terminate the Contract by giving 30 days' written notice to the affected party.

16. Conflict

The provisions of the Contract Details shall apply in respect of any conflict or inconsistency between the constituent parts of the Contract.

17. Variation

No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

18. Waiver

18.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

18.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy.

19. Rights and Remedies

Except as expressly provided in the Contract, the rights and remedies provided under the Contract are in addition to, and not exclusive of, any rights or remedies provided by law.

20. Severance

20.1 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.

20.2 If any provision or part-provision of the Contract is deemed deleted, 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.

21. Entire Agreement

21.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

21.2 Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty that is not set out in the Contract.

21.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

21.4 Nothing in this clause shall limit or exclude any liability for fraud.

22. Assignment

22.1 The Customer shall not, without the prior written consent of Claimit, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.

22.2 Claimit 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 to the Customer.

23. No Partnership or Agency

Nothing in the Contract is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way.

24. Third Party Rights

24.1 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.

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

25. Counterparts

25.1 The Contract may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

25.2 Transmission of the executed signature page of a counterpart by email shall take effect as the transmission of an executed "wet-ink" counterpart. No counterpart shall be effective until each party has provided to the other at least one executed counterpart.

26. Notices

26.1 Any notice 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, or sent by email to the addresses stated in the Contract Details.

26.2 Any notice shall be deemed to have been received:

if delivered by hand, at the time the notice is left at the proper address;
if sent by pre-paid first-class post or other next working day delivery service, at 09:00 on the second Business Day after posting; or
if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

27. Governing Law

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

28. Jurisdiction

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

Schedule 1 — Charges and Payments

Part 1 — Commission and Fees

1.1 Subject to paragraph 1.2, Claimit shall receive by way of commission 25% of the savings delivered to the Customer by way of refunds returned to the Customer from a Courier ("Savings").

1.2 For the first 20 Savings Transactions after the Commencement Date, Claimit shall account to the Customer for 100% of the Savings applying to those Savings Transactions.

1.3 Fees for any additional services, such as, but not limited to, Shipping Analytics, shall be charged on an ongoing monthly basis.

1.4 Where credits/payments are made by Couriers in denominations other than pounds sterling, the amounts shall be converted into sterling using the daily exchange rate published by HSBC on the day of the transaction.

Part 2 — Invoicing and Payment

Commission shall become due to Claimit as soon as and to the extent that the Customer receives for immediate value from or on behalf of the Courier credits or payments for Courier defaults identified pursuant to the relevant Services.
The Customer shall pay Claimit the commission due under the Contract by no later than the end of the calendar month following the month in which it became due.
All sums payable under the Contract are exclusive of any VAT or other applicable sales tax, which shall be added to the sum in question.
If any dispute arises as to the amount of commission payable, the same shall be referred to Claimit's accountants for settlement and their certificate shall be final and binding on both parties.
Within 14 days of the end of each month, Claimit shall supply the Customer with a Statement showing the amount of Savings credited in respect of each Courier account and Claimit's proportionate entitlement to such Savings.
For the purpose of payment between the Customer and Claimit, to the extent Claimit can recover such payment directly from the Courier through the Customer System it shall do so, and shall account to the Customer for the Customer's share of the Savings.

Schedule 2 — Support Services

Support Hours: 09:00 – 17:00 local UK time, 5 business days a week, Monday – Friday.

Support Period: The Initial Subscription Term.

Claimit shall provide Help Desk Support by means of the following email address: support@claimit.ai

Claimit shall use Commercially Reasonable Efforts to correct all Operational Faults notified and provide technical support for the Software. All Support Services shall be provided on an off-site basis from Claimit's office.

Schedule 3 — Data Processing

1. Data Protection

1.1 Both parties will comply with all applicable requirements of the Data Protection Legislation.

1.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and Claimit is the Processor.

1.3 The Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Claimit.

1.4 Claimit shall, in relation to any Personal Data processed in connection with the performance of its obligations under this agreement:

process that Personal Data only on the documented written instructions of the Customer;
ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data;
ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;
not transfer any Personal Data outside of the UK or EEA without the prior written consent of the Customer;
assist the Customer in responding to any request from a Data Subject;
notify the Customer without undue delay on becoming aware of a Personal Data Breach;
at the written direction of the Customer, delete or return Personal Data on termination of the agreement;
maintain complete and accurate records to demonstrate compliance with this Schedule.

1.5 The Customer does not consent to Claimit appointing any third party processor of Personal Data under this agreement.

2. Personal Data Processing Purposes and Details

Subject matter: Personal Data relating to addresses of the Customer's customers accessed through the Customer's Courier arrangements on the Customer System.

Duration: For the later of Claimit's fulfilment of its obligations to the Customer or termination of this agreement.

Nature: Collection and such organisation, adaptation, storage, retrieval, consultation, use, disclosure, making available, restriction, erasure and destruction as is necessary for fulfilment of the Services.

Purpose: The performance of the Services in accordance with the provisions of the Contract.

Personal Data Categories: Name, address, e-mail address, telephone contact details, order details.

Data Processing and Retention: Policies apply as per section 8 of the main Terms & Conditions.