In the Zenda Direct Merchant Facilitation Agreement (“Agreement”), unless otherwise stated or unless the context otherwise requires, each capitalised term will have the meaning set out in this Schedule 1 (Definitions):
Affiliate means in respect of a party, any entity which is the Subsidiary or Holding Company of that party or which is a Subsidiary of any such Holding Company in at any relevant time any action or undertaking pursuant to this agreement requires
Charges means the Supplier's charges applicable and in force at the time an Order is received by the Supplier and which are payable in accordance with the Conditions of Carriage
Conditions of Carriage means the conditions of carriage set out in Schedule 2 to this Agreement, as amended by the Supplier from time to time
Confidential Information means all proprietary and confidential information of a party or Personal Data which by its very nature should be treated as confidential or which is designated as confidential by a party, including the provisions of this Agreement
Contract Date means the date of execution of this Agreement by the last party to execute it
Customer Data means data, in whatever form, owned or controlled by a member of the Customer Group which is made available to the Supplier or is otherwise created, collated or collected by the Supplier in connection with this Agreement
Customer Group means the Customer and its Affiliates
Data Protection Laws means all applicable data protection legislation in force from time to time including but not limited to the Data Protection Act 1998 and the Privacy and Electronic Communications (EC Directive) Regulations 2003, the General Data Protection Regulation (EU) 2016/679), any United States federal, state or local law and all guidance and codes of practice issued by applicable supervisory authorities in connection therewith as amended or replaced from time to time relating to data protection in any jurisdiction where personal data is being processed pursuant to this Agreement
Default Interest Rate means 2% above the base rate of the Bank of England in effect at the time of default
GST means any applicable goods and services tax
Holding Company has, for purposes of Supplier, the meaning set out in section 1159 of the UK Companies Act 2006 and shall include parent and subsidiary undertakings as defined in section 1162 of the Companies Act 2006, and for Customer, the meaning set out in the applicable laws of the jurisdiction under which Customer is organized.
Insolvency Event means one or more of the following events affecting a party (Affected party):
Intellectual Property Rights means all current and future copyright, patents, trademarks or rights in databases, inventions or trade secrets, know-how, rights in designs, topographies, trade and business names, domain names, marks and devices (whether or not registered) and all other intellectual property rights and applications for any of those rights (where such applications can be made) capable of protection in any country of the world
Minimum Shipment Volume per Order has the meaning given in Customer Rate Sheet of the Zenda Direct Merchant Logistics Facilitation Agreement
Minimum Shipment Volume Shortfall has the meaning given on Schedule 2
Order has the meaning given on Schedule 2
Parcel has the meaning given on Schedule 2
Personal Data shall have the meaning given to that term in the Data Protection Act 1998 and any other applicable Data Protection Law
Recipient means the legal person nominated by the Customer to receive the Shipment
Relevant Law means:
in each case, as such is in effect at the time any action or undertaking pursuant to this agreement requires application of such Relevant Law
Shipment has the meaning given on Schedule 2
Staff means any person engaged by the Supplier in connection with this Agreement including the Supplier's employees and any agents and contractors and their respective employees
Subsidiary has, for purposes of Supplier, the meaning set out in section 1159 of the Companies Act 2006 and for Customer, the meaning set out in the applicable laws of the jurisdiction under which Customer is organized
Supplier Data means data, in whatever form, owned or controlled by a member of the Supplier Group including, but not limited to, tracking information, commodity, compliance data or other classification codes, pricing information and any other data created by the Supplier as part of or in connection with its performance of the services
Supplier Group means the Supplier and its Affiliates
Term means the Initial Term and any Extension Period
VAT means any value added tax, sales tax, use tax, or other tax charged or imposed pursuant to Directive 2006/112/EC or any national legislation implementing such Directive (including without limitation the Value Added Tax Act 1994 of the United Kingdom), and any similar or analogous sales, use or other turnover tax imposed or charged in any relevant national, federal, state, city, county, parish or other local jurisdiction (whether in substitution for or in addition to value added tax)
Working Day means Monday to Friday excluding any day on which banks are not open for business in any location where the services are provided or received
Year means a period of 12 calendar months from the Contract Date and each subsequent consecutive period of 12 calendar months during the Term
Dangerous Goods means any good that:
Force Majeure means in relation to a party, circumstances beyond the reasonable control of that party including disruption to air or ground transportation due to bad weather, fire, flood, acts of God, acts of any governmental or supranational authority, war or national emergency, strikes and other industrial disputes (other than strikes or industrial disputes affecting Staff)
IATA means the International Air Transport Association
Order means an order placed by the Customer in accordance with this Agreement and the Conditions of Carriage in respect of a Shipment
Minimum Shipment Volume per Order is defined on the Customer Rate Sheet in the Zenda Direct Merchant Facilitation Agreement
Minimum Shipment Volume Shortfall is the difference between the actual number of Parcels which comprise a particular Shipment and the Minimum Shipment Volume per Order
Piece means a package (e.g. box, bag, etc.) comprising of one or more individual Parcels. Additional dimensional limitations are indicated on Schedule 3.
Parcel means any single item weighing not more than 66 lbs (30 kg). Additional dimensional limitations are indicated on Schedule 3.
Shipment means a particular consignment of one or more Pieces, comprising of one or more Parcels that the Supplier has accepted for delivery
TSA means the Transportation Security Administration which is an agency of the United States' Department of Homeland Security
Packing, marking and inspection of shipments
Accuracy of information
Refusal, suspension and sale or destruction of Shipments
Export permits, import permits and customs clearance
Parcel DIM factor: 166. Pricing is based on the greater of actual weight or DIM weight.
For Minimum Shipment Volume and Surcharge for pickups under the Minimum Shipment Volume, refer to the Customer Rate Sheet in the Zenda Direct Merchant Facilitation Agreement.
Estimated delivery time to the UK of 4 to 7 days from pickup, and 5 to 8 days for Western European deliveries.
Fee schedule is inclusive of fuel surcharges, DDP delivery, residential delivery, and signature upon delivery.
Pricing is contingent on meeting all shipping requirements as specified in the Zenda Direct Merchant Facilitation Agreement.
Pricing is based on proximity to an international airport. Refer to Schedule 5 for the list of British Airways origin airports.
The maximum weight of an individual parcel is 66 lbs. Refer to the table below for the full weight and size limits per country.
|Country||Max weight (lb)||Max length (in)||Max volume (in3)||Max girth (in)||How is girth calculated?|
|90045||Los Angeles, A||LAX|
|92101||San Diego, CA||SAN|
|94128||San Francisco, CA||SFO|
|95110||San Jose, CA||SJC|
Coverage provided to Zenda, and its customers, by this agreement is based upon the declared value of the shipment and covers freight from all risks of physical loss or damage from an external cause (subject to exclusions) while in transit. Shipments must originate from the United States of America. Inbound/return shipments are not covered.
You acknowledge that:
In order for a package to be covered, the shipping carrier must have verified acceptance of your package for mailing. This is found on the respective tracking websites of the shipping carriers. If a shipping label is printed but not scanned by the carrier as accepted it is deemed as never been mailed and there is no coverage.
Pay special attention to the following coverage exclusions and conditions:
The following terms have specific meanings and appear in bold face type throughout this program:
This insurance covers up to $2,000.00 per package. Maximum coverage per conveyance is $100,000.00.
This program does not provide coverage for the following:
Pollution includes the actual, alleged or potential presence in or introduction into the environment of any substance if such substance has or is alleged to have, the effect of making the environment impure, harmful, or dangerous. Environment includes any air, land, structure or the air therein, watercourse or water, including underground water. We will have no duty to defend any suit arising out of or in any way related to pollution.
This program shall be construed and interpreted in accordance with the laws of the State of California.
The parties agree that any and all claims or disputes arising out of the program or the performance of the program shall be brought in Los Angeles County, California.
The Insured agrees to INDEMNIFY AND HOLD HARMLESS Shipsurance and us from any loss, liability, damage or costs, including court costs and attorney fees that they may incur due to misreading, misunderstanding, and not following the coverage requirements provided by this program and any applicable endorsements.
A complete claim submission must include a Shipsurance claim form, a copy of the carrier's tracer form, a copy of the invoice or recent appraisal, photos of damaged goods and packaging, a repair estimate, a claim statement signed by the recipient (or intended recipient), and any other documentation relevant to supporting the authenticity of a claim requested by Shipsurance. Failure to complete the claim form and follow all claim instructions could lead to non-settlement of claim.
Any provision of this program that is not in conformity with the laws of the state in which this program is issued, is amended to comply with the minimum requirements of such law.
This program is excess coverage if there is other insurance coverage. After the other insurance has paid up to its limit, our program will provide coverage up to its limit, but not exceeding the remainder of the loss.
Jewelry (includes necklaces, earrings, watches, rings, bracelets, broaches, etc.) with a value of $500.00 or more must be sent with the direct or adult Signature Confirmation Service provided by the Carrier (must be signed for at delivery). This service is available by most Carriers often at an additional expense to their core shipping service.
We shall be liable for the invoice value of parcel or freight lost, destroyed or damaged, however, in the event there is no invoice, we shall be liable for the actual cash value of the parcel or freight. Claims for repairs shall be payable for the fair market costs of such repairs. In no event shall claims exceed the value declared prior to shipment and declared for premium purposes.
Shipsurance reserves the right to disallow any user to purchase Shipsurance insurance at any time with 10 days written, certified notice.
By purchasing shipping insurance online, you certify that all information provided is accurate and truthful. The submission of a false, fictitious, or fraudulent statement may result in imprisonment of up to 5 years and a fine of up to $10,000 (18 USC 1001). In addition, a civil penalty of up to $5,000 and an assessment of twice the amount falsely claimed may be imposed (31 USC 3802). Warning: any fraudulent claims will make the shipper and/or consignee liable for any prosecution for mail fraud under federal crime code.
Information provided to Shipsurance by Zenda for every parcel shipped
The following list shows the information provided to Shipsurance by Zenda in order to establish loss/damage protection for every parcel, up to the declared value:
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