The Conditions set down the basis on which the Company will store goods for the Customer (definitions of Company and Customer are given in Condition 1). The Conditions may not be altered or varied in any way except by express agreement in writing signed by a director or Proprietor of the Company. The Conditions cannot and do not override any Statutory provisions imposed by Law or the application of any applicable international Conventions.
It is expressly stated to be the Customer’s responsibility to read and understand these Conditions, which will form the basis of the Contract under which any claims or disputes are settled. Customers are recommended to take professional advice if required.
1.1 Means the person (corporate or otherwise) who enters into a contract with the Customer to store goods and includes, unless the meaning otherwise requires, its agents, servants and sub-contractors.
1.2. Customer means the person (corporate or otherwise) who enters into a contract of warehousing or storage with the Company for the warehousing or storage of goods at the premises controlled by the Company.
1.3. Contract means the Agreement between the Customer and the Company for the warehousing and/or storage of goods.
1.4. Sub-contractor means any person (corporate or otherwise) engaged by the Company to carry out warehousing and/or storage of goods on its behalf.
1.5. Dangerous Goods means goods of any nature as may be included in the Approved Carriage List prepared pursuant to the Carriage of Dangerous Goods (Classification, Packaging and Labelling) and Use of Transportable Pressure Receptacles Regulations 1996 and International Carriage of Dangerous Goods as may be amended from time to time and goods which represent a similar hazard, radioactive material, and explosives of any nature.
1.6. Day means any day Monday to Friday inclusive other than a Bank or Statutory Holiday, including the day upon the goods are delivered for storage and the day on which any claim or notice is first made.
1.7. Alternative Dispute Resolution means any procedure agreed by the parties for the resolution of disputes other than those involving formal arbitration or litigation.
1.8. Loss includes (without limitation) theft, destruction, damage, unavailability, contamination, deterioration, non/miss/unauthorised delivery, non-compliance with instructions/obligations or incorrect advice or information.
1.9. Goods mean any article or articles, or merchandise whatsoever deposited with the Company for storage including the packaging of such articles and/or merchandise and any equipment in which or upon which the goods are stored or carried.
1.10. Effective Date means the date on which this Agreement is signed by the last party to do so, unless otherwise stated in the Agreement.
1.11. Initial Term means a period of twelve (12) months commencing on the Effective Date, during which this Agreement shall remain in full force and effect, unless terminated earlier in accordance with these Terms and Conditions. If a longer contractual term is agreed between the parties, this shall replace the twelve (12) month period as the Initial Term. In such cases, Cloud9 Fulfilment will issue a written amendment confirming the revised term, and the Customer may confirm acceptance in writing, including by return email. Upon such confirmation, the revised term shall be deemed the Initial Term for the purposes of this Agreement. All other provisions of the Agreement shall remain unchanged and in full effect. Unless otherwise agreed in writing, upon expiry of the Initial Term, the Agreement shall automatically renew for successive periods of twelve (12) months, unless terminated in accordance with Clause 16.
1.12. Owner’s Risk – Certain goods may be accepted by the Company only at “Owner’s Risk”, meaning the Company shall not be liable for loss or damage to such goods except where caused by the Company’s gross negligence or wilful misconduct. In all other cases, the Customer is responsible for arranging adequate insurance cover for the goods while stored with the Company. The Customer will indemnify the Company against all claims arising in connection with such goods to the extent that the loss or damage is not attributable to the Company’s gross negligence or wilful misconduct.
2.1. The Customer contracts as the legal owner of the goods or as the authorised agent of such legal owner, in which case the Customer warrants that it has the authority to accept these Conditions on behalf of the legal owner.
2.2. The Company shall carry out its core warehousing and fulfilment services directly. The Company may sub-contract only ancillary or overflow services, or services relating to international storage, transport, or distribution, where this is operationally necessary. In any arrangement with a sub-contractor, the Company shall require that the sub-contractor does not further delegate its contractual responsibilities without the Company’s prior written authority.
2.3. Notwithstanding the provisions in 2.2, the Company may not sub-contract the storage of Dangerous Goods without the prior written consent of the Customer.
2.4. Subject to the limitations in Condition 8, the Company shall be responsible for the acts and omissions of its agents, employees, and authorised sub-contractors, when acting within the scope of their engagement, as if such acts or omissions were its own.
2.5. Where part of the services has been sub-contracted as provided for in Condition 2.2, such sub-contractors shall have the benefit of these Conditions and shall be under no greater liability to the Customer than that of the Company under this Agreement. The Customer agrees that no claim shall be made against any sub-contractor beyond these limitations.
3.1. The carriage of goods from the Customer’s premises or any third-party premises to the Company’s warehouse shall not be subject to these Conditions, but to the Company’s Conditions of Carriage.
3.2. The Customer must ensure that goods are readily accessible for unloading and are either:
(a) securely loaded on UK standard 1200mm x 1000mm four-way entry pallets, not exceeding 1.2 metres in height or 1,250kg in weight; or
(b) loose loaded, provided such loading is reasonably manageable for safe unloading.
3.3. The Company reserves the right to rework any non-compliant loads to ensure safe palletisation, correct height, and secure storage, and to charge the Customer for such rework at its prevailing rates.
3.4. The Company will not be liable for any goods on the vehicle other than those intended for warehousing by the Company.
The Customer shall not submit any Dangerous Goods for storage unless:
(a) full written details of the goods are first provided to the Company; and
(b) the Company has given its prior written agreement to accept and store such goods.
Where the Company agrees to accept Dangerous Goods, the Customer must also provide a written declaration at the time of delivery describing the nature of the goods, their hazards, and all handling, packaging, and labelling requirements in accordance with applicable statutory regulations and industry standards.
The Company will not, under any circumstances, accept goods that are verminous, infested, contaminated, condemned, hazardous waste, or otherwise unsuitable for warehousing. If such goods are delivered without disclosure, the Customer shall remain fully responsible and indemnify the Company against all loss, damage, claims, or expenses arising as a result.
Where Dangerous Goods are accepted by prior agreement, the Customer shall:
If, in the Company’s reasonable opinion, any goods (whether Dangerous Goods or otherwise) become unsuitable for storage, the Company may require the Customer to immediately remove them, or may dispose of them at the Customer’s expense and risk if not removed.
5.1. The Company may, if requested by the Customer or the carrier, sign a document acknowledging receipt of goods for storage. Such acknowledgement shall be limited to the number of pallets, packages, or units visibly received and shall not be evidence of the accuracy of the contents, condition, weight, quantity, or nature of the goods. The burden of proof in the event of dispute shall rest with the Customer.
5.2. Should the Company agree to collect or deliver the goods from or to the Customer’s premises, or to or from any other agreed location, such collection or delivery shall be carried out under the Company’s Conditions of Carriage and not subject to these Conditions.
6.1. The Company’s responsibility for the goods under these Conditions shall commence when the Company takes physical control of the goods, either when the goods are handed to the Company by the Customer, its servant or agent, or when the Company commences unloading where it has agreed to undertake such unloading.
6.2. The Company’s responsibility shall end when the Customer or its servant or agent takes physical control of the goods, or when the goods are loaded onto any vehicle for delivery to the Customer or any third party nominated by the Customer.
6.2.1. Where the Company undertakes delivery using its own vehicles, such delivery shall be subject to the Company’s Conditions of Carriage.
6.2.2. Where the Company hands goods to an independent carrier, the terms and conditions of that carrier shall apply, and the Company shall have no liability for loss, damage or delay once the goods are in the carrier’s possession.
6.3. At any time during the term of the Contract, the Customer may request, or the Company may recommend, variations to the service and/or to any other matters covered by the Contract. The Company shall investigate the likely impact of such requested or recommended variations upon the service, the charge for the service, and other aspects of the Contract, and shall report promptly to the Customer. Neither party shall be obliged to agree to any requested or recommended variation, but neither party shall unreasonably withhold its agreement. Until such time as any variation has been mutually agreed in writing, the parties shall continue to perform their respective obligations without taking account of the requested or recommended variation.
7.1. The Customer shall pay the Company’s charges strictly in accordance with the Company’s published pricing schedule, as notified to the Customer and amended from time to time in accordance with these Conditions.
7.2. When relevant to a customer, every three months, Cloud9 will contact the customer to provide information regarding the number of unclaimed returned items in our warehouse that belong to the customer. At that point, after the information above is provided, the customer will have a period of fourteen (14) days to decide on the disposition of the item(s). After the expiration of the fourteen-day period, if the customer has not provided instructions regarding the item(s), the company reserves the right to dispose of the item(s) and to charge the customer for the disposal.
7.3. Notwithstanding any claim which the Customer may have against the Company, the Company’s charges for storage and any other services incidental to the storage chargeable under the Contract shall be payable by the Customer.
7.4. The Customer shall pay Fees to the Company in accordance with the agreed published pricing schedule.
7.5. The Company shall invoice the Customer for monies due in accordance with the provisions of the Agreement and the agreed published pricing schedule.
7.6. All agreed charges (see Appendix A) are exclusive of VAT.
7.7. All payments required to be made in accordance with the Agreement shall be made in United Kingdom Pounds (£ GBP).
7.8. Invoices must be paid within 7 days. Clients have 21 days from the date of issue to raise any queries regarding the invoiced amount. Any discrepancies must be
reported within this period, failing which the invoice shall be deemed accepted in full. In the event of late payment, the Company may charge:
(a) interest on the overdue amount at a rate of 8% above the BoE base lending rate, accruing daily and compounded quarterly, until payment is received; and
(b) an administration fee of £75 per overdue invoice, representing a genuine pre-estimate of the Company’s additional costs of recovery. The Company also reserves the right to recover any further reasonable costs (including debt collection agency charges and legal fees) incurred in recovering overdue sums.
7.9. Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Company on the due date, the Company may:
7.9.1. Suspend all Services until payment has been made in full.
7.9.2. Charge interest on the outstanding sum from the due date for payment at the annual rate of 8% above the base lending rate from time to time of BoE accruing on a daily basis, compounded quarterly, until payment is received.
7.9.3. The Company may charge the Customer any additional out of pocket expenses incurred by The Company in obtaining payment.
7.10. Where any payment in accordance with the Agreement is required to be made on a day that is not a business day, it may be made on the next following business day.
7.11. The Company will have a general lien (12) over the Goods in the possession of the Company as security for any sums owed to it by the Customer, under this Agreement or otherwise. Storage will be charged for any Goods detained under lien.
7.12. The Company may, without prejudice to any other rights it may have, set off any liability of the Customer to the Company against any liability of the Company to the Customer.
7.13. Discretionary Rate Changes
The Company reviews its charges regularly and reserves the right to increase them at its discretion at any time, upon not less than 30 days’ written notice to the Customer. In such cases, the Customer shall be entitled to terminate this Agreement in accordance with Clause 16 if it does not accept the revised charges.
7.14. Scheduled Annual Rate Adjustment
Separately, with effect from 1st January each year, the Company may increase its rates by either (a) five percent 5% per annum, or (b) the prevailing Bank of England annual inflation rate, whichever is higher. Such scheduled increases shall not constitute a material change to this Agreement for the purposes of Clause 17 and shall not give the Customer any right to terminate this Agreement outside of the notice provisions set out in Clause 16.
7.14. The Company shall:
7.14.1. Provide the Customer with an invoice relating to fulfilment Services used.
7.14.2. Keep records of the Customer’s account as are necessary to enable any sums payable to be accurately calculated in accordance with the Agreement.
7.14.3. At request of the Customer, the Company agree to allow the Customer access to the records, to demonstrate the calculation of these sums.
7.14.4. The Customer agrees to pay a minimum weekly fee relating to storage space used, as stated in the pricing agreement. Should the Customer’s volume drop to below the agreed minimum for any reason whatsoever, the fee shall be applicable.
7.14.5. For all kitting projects, the Customer shall make full payment prior to the commencement of kitting work. Should any major discrepancies arise regarding the type or scope of work required, the Company will invoice the Customer during the project, and the Customer shall settle this invoice before the Company releases any kitted products from the warehouse. Minor discrepancies, whether in the type of work or quantities kitted, will be invoiced upon the project’s completion and are payable in accordance with the agreed payment terms.
8.1. The Company shall not be liable under any circumstances, including negligence, for:
(a) indirect or consequential loss, including loss of market or profit;
(b) loss or damage arising from:
8.2. The Company has no knowledge of the value of goods stored and shall only be liable upon the Customer providing satisfactory proof of value, calculated at the original cost price, not resale or market value.
8.3. Goods submitted in a damaged or inadequately packaged condition shall be stored at the Customer’s sole risk. The Company shall have no liability for loss or damage to such goods unless caused by its wilful misconduct.
8.4. The Company’s liability for loss, damage or destruction of goods shall be limited to $\textsterling100$ per tonne of gross weight, subject always to the proven cost price of the goods and not exceeding their actual value at the time of acceptance for storage.
8.5. No liability shall arise for any special value of goods attributable to their being part of a set, collection, or larger consignment.
8.6. The Company shall not be responsible for the first $0.5\%$ of shrinkage. Any shrinkage above this threshold shall be borne by the responsible party.
8.7. The Company shall not be liable for delay, loss or damage of parcels once handed to a third-party courier. The Customer acknowledges that all claims in respect of such loss or damage must be made directly against the courier under its own terms and conditions.
9.1. The Company operates under the RHA Conditions of Storage, which limit the Company’s liability for loss, damage, or destruction of goods to $\textsterling100$
per tonne of the gross weight of the goods lost or damaged, subject always to the proven cost price of the goods and not exceeding their actual value at the time of acceptance for storage.
9.2. The Company shall have no liability for indirect or consequential losses (including loss of market, profit, or reputation), or for goods of exceptional value unless specifically declared in writing and accepted by the Company prior to storage.
9.3. The Customer remains responsible for arranging and maintaining adequate insurance cover for the full value of the goods (including duties, taxes, and other associated liabilities) while in storage, beyond the limits of liability set out in clause 9.1.
9.4. The Customer shall ensure that any right of subrogation by its insurers against the Company is legally excluded or waived.
10.1. The Company shall not be liable for loss or damage to the Goods unless the Customer:
(a) notifies the Company in writing of the general nature of the claim within 7 days of the Company’s responsibility for the Goods having ended under Clause 6.2, or of the Customer first becoming aware of the loss or damage (whichever is earlier); and
(b) provides a detailed written claim, including weight, value, date of receipt and date of delivery (where applicable), within the same 7-day period, so that the Company can pursue claims with third-party carriers where relevant.
10.2. Where a third-party carrier’s terms require claims to be made within a shorter period, the Customer must notify the Company in sufficient time to allow the Company to comply with that carrier’s time limits.
10.3. No claim for damage will be accepted unless the damaged Goods are made available for inspection by a Company representative for a reasonable period following notification.
10.4. The Company shall not benefit from the exclusions in this Clause if the Customer demonstrates that:
(a) it was not reasonably possible to notify the Company or make the Goods available within the above time limits; and
(b) such notification was given at the first reasonable opportunity.
11.1. The Customer shall pay all charges due to the Company in accordance with these Conditions and shall cooperate fully in all matters relating to the Services.
The Customer is solely responsible for payment of all charges, and the Company shall not be required to invoice or seek payment from any third party.
11.2. The Company may require payment of any outstanding charges before releasing goods from its warehouse.
11.3. The Customer warrants that all goods are fit and suitably packaged for storage, are correctly described and declared, and that no under-declarations have been made. The Customer shall indemnify the Company against all claims, losses, costs, and expenses arising from any breach of this warranty.
11.4. The Customer shall indemnify the Company against:
(a) any claims, losses, costs, or demands of whatever nature, by whomever made, in excess of the Company’s express liabilities under these Conditions; and
(b) any loss, damage, or injury caused by vehicles, trailers, or equipment operated or directed by the Customer or its agents on the Company’s premises.
12.1. All Goods delivered to the Company are received and held subject to a general lien for all sums due from the Customer to the Company under this Agreement
or any other agreement, including charges for carriage, storage, rent, warehousing, and any other proper costs or expenses.
12.2. If the Customer fails to pay any outstanding sums, the Company may issue a final written demand. If payment is not received in full within 7 days of that demand, the Company shall be entitled, without further notice, to:
(a) retain possession of the Goods until payment is made; and/or
(b) sell or otherwise dispose of the Goods in such manner as the Company considers appropriate.
12.3. While any Goods are held under lien, storage and other applicable charges shall continue to accrue. The Company may also charge the Customer for loading, unloading, handling, and transport costs incurred in connection with exercising the lien.
12.4. On any sale or disposal, the Company shall apply the proceeds in the following order:
(a) to discharge the costs of sale and related expenses;
(b) to discharge the Customer’s outstanding debts to the Company;
(c) any balance shall be held for the Customer (without interest), subject to any competing claims or court order.
12.5. The Company shall not be liable for any loss, damage, or deterioration of the Goods while detained under lien or following their sale or disposal in accordance with this Clause.
12.6. Where Goods are not the property of the Customer, the Customer warrants that it has authority to grant the Company the lien and power of sale, and indemnifies the Company against any claims by the owner or third parties in respect of the exercise of such rights.
13.1. The parties will attempt, in good faith, to resolve any dispute or claim arising out of or relating to these Conditions promptly through negotiations between the respective representatives of the parties who have authority to settle the same.
13.2. If the matter is not resolved through negotiation the parties may attempt to resolve the dispute or claim through an Alternative Dispute Resolution (ADR) procedure as recommended to the parties by the Freight Transport Association or the Centre for Dispute Resolution.
13.3. If the matter is not resolved by an ADR procedure or if either party will not or ceases to participate in an ADR procedure, the dispute may be referred to the arbitration of a single arbitrator or to an arbitrator appointed at the request of the parties by the President for the time being of the Chartered Institute of Arbitrators. The apportionment of the cost of any such arbitration between the parties shall be in the discretion of the arbitrator. The arbitration shall, unless otherwise agreed, be held in the town wherein the Company has its main administrative office.
14.1. Any notice or other communication under this Agreement shall be valid only if given by email. Notices to the Company must be sent to service@cloud9fulfilment.co.uk.
14.2. A notice sent by email shall be deemed received at the time of transmission, provided that no error or bounce-back notification is received.
14.3. This clause does not apply to the service of any legal proceedings or other documents in connection with litigation.
15.1. Each party undertakes that it shall not at any time during the term of this Agreement and for a period of two years after termination disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted below.
15.2. Each party may disclose the other party’s confidential information:
15.2.1. To its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations under this Agreement.
15.2.2. As may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
15.3. No party shall use any other party’s confidential information for any purpose other than to perform its obligations under this Agreement.
16.1. This Agreement shall commence on the Effective Date and shall continue for the Initial Term unless terminated earlier in accordance with this Clause.
16.2. Either party may terminate this Agreement at the end of the Initial Term by giving the other party not less than 90 days’ written notice prior to the end of the Initial Term.
16.3. Unless terminated in accordance with Clause 16.2, upon expiry of the Initial Term this Agreement shall automatically renew for successive periods equal in length to the most recent contractual term (whether the Initial Term or any subsequent renewal term), unless either party gives not less than 90 days’ written notice of termination prior to the expiry of the then-current term.
16.4. Without affecting any other right or remedy available, either party may terminate this Agreement immediately by giving written notice if:
(a) the other party commits a material breach of this Agreement which is not remedied within 30 days of notice;
(b) the other party enters administration, provisional liquidation, or a composition with creditors;
(c) the other party suspends or threatens to suspend payment of its debts; or
(d) the other party’s financial position deteriorates such that it cannot perform its obligations.
16.5. On termination of this Agreement:
(a) the Customer shall immediately pay all outstanding invoices;
(b) each party shall return all property belonging to the other; and
(c) any provisions intended to survive termination shall remain in force.
16.6. Where termination is initiated by the Customer, the Customer shall continue to use the Company’s services during the notice period and shall spend no less than eighty percent $(80\%)$ of its average weekly spend with the Company, calculated over the twelve (12) months immediately preceding the notice of termination (or, if the Customer’s tenure is less than twelve months, the average for the period of tenure to date). If the Customer fails to meet this commitment,
the Company may invoice the Customer for the shortfall.
16.7. On termination or expiry of this Agreement, the Company shall prepare a final invoice for all charges due (including storage, handling, and any other applicable fees up to and including the date of release). The Customer shall pay such invoice in full, in cleared funds, prior to the release or collection of any Goods. The Company shall be entitled to exercise its lien under Clause 12 until such payment is received.
16.8. Termination shall not affect any rights, remedies, obligations, or liabilities accrued up to the termination date.
17.1. The Company reserves the right to amend, update, or vary these Terms and Conditions at any time. Any such changes shall become effective upon posting the updated version at the link provided to the Customer, unless a later effective date is specified. Continued use of the Company’s services after the effective date
shall constitute acceptance of the amended Terms and Conditions.
17.2. The Company will notify the Customer in writing (via email to the last known email address) at least 30 days in advance of any material changes. “Material changes” include, but are not limited to, changes to: pricing structure, notice periods, payment terms, liability limitations, termination clauses, and minimum volume commitments. For the avoidance of doubt, increases made under Clause 7.13A shall not be deemed a material change.
17.3. If the Customer reasonably believes that a material change will have a significant adverse impact, they must notify the Company in writing within 14 days of receiving notice of the change. In such case, the parties will work in good faith to resolve the concern. If no resolution is reached within 14 days, the Customer may terminate the Agreement by providing 60 days’ written notice. This provision shall not apply to increases made in accordance with Clause 7.13A.
17.4. Non-material updates (such as clarification of language, formatting, or administrative details) may be made without prior notice but will be reflected in the latest published version of the Terms and Conditions.
Neither party shall be liable for any failure or delay in performing its obligations under this Agreement where such failure or delay results from any event beyond that party’s reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, strikes, pandemics, natural disasters, power outages, equipment failure not due to negligence, or actions of governmental or regulatory authorities. The affected party must notify the other party as soon as reasonably practicable of the circumstances preventing performance and shall take reasonable steps to mitigate the impact of the delay. The performance of such obligations shall be suspended during the period such circumstances persist.
19.1. Cloud9 Fulfilment is a registered member of the Fulfilment House Due Diligence Scheme (FHDDS). Further information about the FHDDS can be found at: https://www.gov.uk/guidance/fulfilment-house-due-diligence-scheme.
19.2. Where the Customer qualifies under the FHDDS Scheme, it is their sole responsibility to provide all relevant and required information to the Company in a timely and accurate manner.
19.3. This includes, but is not limited to, accurate and up-to-date Movement Reference Numbers (MRNs), descriptions of goods, and any other documentation necessary for compliance.
19.4. If the Customer fails to provide the required information, the Company accepts no responsibility or liability for any consequences arising from such omission, including regulatory action, delays, penalties, or seizure of goods.
Each party shall comply with all applicable data protection legislation, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. Where the Company processes personal data on behalf of the Customer, it shall do so only for the purpose of providing the Services under this Agreement and in accordance with the Customer’s written instructions. The Company shall implement appropriate technical and organisational measures to protect such personal data and shall not transfer personal data outside the UK without appropriate safeguards in place. The Customer warrants that it has all necessary rights to provide such data to the Company and shall indemnify the Company against any loss arising from its breach of this warranty.
21.1. The parties shall agree the legal regime under which these Conditions shall be construed and interpreted and the courts which shall have jurisdiction.
21.2. In the absence of such agreement, the contract shall be subject to and construed and interpreted in accordance with English law and shall be subject to the jurisdiction of the courts of England.
