Terms & Conditions
Last Updated: 23 June 2025
1. DEFINITIONS & INTERPRETATION
1.1 Definitions
Terms used in these Terms & Conditions are defined in Schedule 1 for clarity and consistency. Capitalised terms include but are not limited to:
Affiliate, Applicable Law, Business Day, Confidential Information, Contract, Customer, Customer Materials, Force Majeure, Services, Intellectual Property Rights, Import Declaration, Export Declaration, Transit Declaration, Standing Authority Form, and VAT.
1.2 Interpretation
Singular includes plural and vice versa.
References to laws include updates, amendments, and re-enactments.
Headings are for reference only.
“Including” means “including without limitation”.
2. BASIS OF CONTRACT
2.1 These Terms apply to all Services provided by TK Customs Clearance Ltd (“TKCC”) to the Customer.
2.2 Orders may be placed via email or an authorised online portal and are only binding once accepted in writing or once TKCC begins performing the Services.
2.3 Any conflicting customer terms are excluded unless agreed in writing.
2.4 These Terms form the entire agreement between the parties.
3. PRICE & CHARGES
3.1 Service fees are as per TKCC’s internal pricing schedule (not published).
3.2 All prices are exclusive of VAT.
3.3 Legitimate expenses (e.g. travel, third-party charges) are reimbursable with receipts.
3.4 TKCC may increase prices with 15 Business Days’ written notice (maximum 25%).
3.5 If external costs increase by more than 5%, TKCC may adjust prices with immediate effect.
3.6 Duties or third-party taxes paid on the Customer’s behalf must be reimbursed in advance.
3.7 A currency conversion fee of £50 applies where relevant.
3.8 In the event of a price increase dispute, the Customer must notify TKCC within 5 Business Days.
4. PAYMENT TERMS
4.1 Invoices are issued upon acceptance or performance of an order and are payable immediately, in cleared funds.
4.2 Late payments will attract interest at 4% above the Bank of England base rate or as per the Late Payment of Commercial Debts (Interest) Act 1998, whichever is higher.
4.3 TKCC may recover all collection costs on an indemnity basis.
4.4 Invoice queries must be raised within 5 Business Days.
4.5 TKCC may issue monthly statements, which must be reconciled by the Customer.
5. CREDIT & SECURITY
5.1 TKCC may conduct credit checks, set limits, or request a guarantee.
5.2 If security is not provided upon request, TKCC may suspend or terminate Services.
5.3 Customers applying for credit accounts must sign a credit application and may be required to provide a personal guarantee.
5.4 TKCC uses a secure Autocharge system. Customer consent is required for initial and future charges.
5.5 Customers can revoke Autocharge authorisation at any time via a secure link.
6. CUSTOMER RESPONSIBILITIES
6.1 Customers must:
Submit a signed Standing Authority Form before Services begin;
Provide complete and accurate documentation on time;
Maintain all necessary licences and permits;
Comply with customs and tax laws;
Inform TKCC promptly of relevant regulatory or credit changes.
6.2 TKCC may suspend Services if documentation is incomplete or incorrect.
7. SERVICE DELIVERY & SUBCONTRACTING
7.1 TKCC will perform the Services with reasonable care and in accordance with customs industry standards.
7.2 TKCC may subcontract any part of the Services but remains responsible for subcontractor performance.
7.3 Estimated delivery or processing times are non-binding.
7.4 TKCC is not liable for delays due to Customer default or Force Majeure.
7.5 TKCC may act in the Customer’s best interest and recover associated costs where it deems necessary.
8. WARRANTY & LIABILITY
8.1 Customer warrants:
Authority to contract;
Accuracy of all documents and instructions;
No infringement of third-party rights.
8.2 TKCC warrants that Services will be performed with reasonable care.
8.3 Sole remedies for defective Services: correction, re-performance, or fee refund.
8.4 TKCC’s liability is capped at the value of the affected Service.
8.5 TKCC is not liable for:
Loss of profit, data, contracts, goodwill, or indirect loss;
Customs fines or penalties due to Customer errors;
Regulatory changes or “acts of God”.
8.6 Claims must be notified within 12 months. Legal proceedings must commence within 6 months of notice or 3 months of claim crystallisation.
8.7 Liability for death or fraud is not limited.
9. COMPLIANCE OBLIGATIONS
9.1 The Customer shall comply with the Bribery Act 2010 and Modern Slavery Act 2015.
9.2 Any breach is deemed a material breach entitling TKCC to terminate the Contract immediately.
9.3 Customers must notify TKCC of any investigation, breach, or sanctions involving them.
10. INDEMNITY & INSURANCE
10.1 The Customer indemnifies TKCC against all losses, claims, penalties, legal fees, and damages resulting from:
Errors in Customer Materials;
Misconduct, negligence, or non-compliance by the Customer or its representatives;
IP infringement;
Death, injury, or property damage related to the Customer’s goods.
10.2 TKCC may request proof of Customer’s insurance cover.
11. LIMITATION OF LIABILITY
11.1 Liability is capped at the value of the Service.
11.2 TKCC excludes liability for all indirect, special, or consequential losses.
11.3 Statutory exclusions (e.g. death, fraud) remain unaffected.
12. INTELLECTUAL PROPERTY
12.1 TKCC grants the Customer a non-exclusive licence to use any materials or deliverables provided solely for the purpose of the Contract.
12.2 TKCC retains ownership of all know-how, templates, and proprietary content.
13. CONFIDENTIALITY
13.1 All Confidential Information must be kept secret indefinitely.
13.2 Disclosure is only permitted if required by law or regulatory authority.
13.3 This obligation survives termination of the Contract.
14. DATA PROTECTION
14.1 The Customer is the Data Controller and TKCC the Data Processor under the UK GDPR and Data Protection Act 2018.
14.2 TKCC will:
Only process data on lawful instructions;
Maintain data security and notify of breaches without undue delay;
Use lawful safeguards for international transfers;
Refer to the Data Processing Addendum if applicable.
14.3 The Customer indemnifies TKCC for any data breaches resulting from unlawful instructions.
15. FORCE MAJEURE
15.1 Neither party is liable for delays or failures due to Force Majeure (e.g. fire, flood, war, regulatory shutdowns).
15.2 After 14 days of continuous disruption, either party may terminate the Contract.
16. POWER OF ATTORNEY
16.1 The Customer grants TKCC irrevocable authority, valid during the Contract term, to submit declarations and related documents on its behalf.
16.2 This authority terminates automatically upon Contract expiry.
16.3 The Customer shall indemnify TKCC for all actions taken under this authority.
17. TERMINATION
17.1 TKCC may terminate immediately if:
The Customer commits a material breach not remedied within 14 days;
Fails to pay within 5 Business Days of notice;
Becomes insolvent or loses regulatory authority.
17.2 TKCC may terminate with 4 weeks’ written notice if the Customer undergoes a change of control.
17.3 Upon termination:
All unpaid and pending charges become immediately due;
TKCC’s property must be returned or access granted for recovery;
Clauses 8, 10, 12, 14, and 15 survive termination.
18. GENERAL
18.1 Assignment: TKCC may assign rights and subcontract. Customer may not assign without written consent.
18.2 Set-Off: TKCC may set off any mutual claims.
18.3 Electronic Communications: Email and customer portals are valid for official communication.
18.4 Severability: Invalid clauses will be severed; the remainder remain enforceable.
18.5 Waiver: Failure to enforce rights is not a waiver.
18.6 Third-Party Rights: No third party may enforce these Terms, except TKCC’s Affiliates.
18.7 Entire Agreement: These Terms form the full agreement between the parties.
18.8 Variation: Only enforceable if agreed in writing by a senior manager.
18.9 Governing Law: These Terms are governed by the laws of Northern Ireland, England & Wales, and Scotland. TKCC may initiate proceedings in any of those jurisdictions. Schedule 1 – Defined Terms
Affiliate
Any entity that directly or indirectly controls, is controlled by, or is under common control with another entity.
Applicable Law
All laws, regulations, codes of practice, guidance, rules, and binding decisions of any competent authority applicable in the United Kingdom, including Northern Ireland, England & Wales, and Scotland, relating to the provision or receipt of the Services.
Autocharge
The secure card payment system used by TKCC to process authorised transactions for the Services, with or without a scheduled payment date.
Bribery Laws
The Bribery Act 2010 and any other anti-bribery or anti-corruption legislation applicable in the UK or any relevant jurisdiction.
Business Day
A day (excluding Saturdays, Sundays, and public holidays) on which banks are generally open for business in England and Wales.
Confidential Information
Any commercial, financial, technical or other information, documentation or data, whether written, oral or in any other form, which is either marked as confidential or would reasonably be considered confidential, disclosed by either party to the other.
Contract
The legally binding agreement between TKCC and the Customer for the provision of Services, including these Terms and any attached documents or addenda.
Controller, Data Controller
As defined in the UK GDPR and Data Protection Act 2018: the party that determines the purposes and means of processing personal data.
Customer
The individual, company, or other legal entity receiving Services from TKCC under the Contract.
Customer Materials
All documents, records, instructions, customs data, or any other information provided by or on behalf of the Customer to TKCC to facilitate the Services.
Data Protection Laws
All applicable laws governing data protection and privacy in the UK, including the UK GDPR and the Data Protection Act 2018.
Export Declaration
A formal submission to customs authorities detailing the nature, value, and destination of goods leaving the country, typically a legal requirement for export clearance.
Force Majeure
Any event or circumstance beyond a party’s reasonable control, including but not limited to war, acts of terrorism, natural disasters, government action, strikes, pandemics, or failure of public utilities.
Import Declaration
A formal document submitted to customs authorities providing comprehensive details of goods being brought into a country, used to assess duties and ensure compliance with import regulations.
Indemnity
A contractual obligation by one party to compensate the other for loss, damage, or liability arising under the Contract.
Intellectual Property Rights
All patents, copyrights, trade marks, trade names, design rights, database rights, domain names, know-how, and all other intellectual and industrial property rights, whether registered or unregistered and including all applications for and renewals of such rights.
Party
TKCC or the Customer, and “Parties” means both of them.
Personal Data
Information relating to an identified or identifiable natural person, as defined under the UK GDPR.
Power of Attorney
The legal authority granted by the Customer to TKCC to act on their behalf in customs declarations and related documentation, limited to the Contract duration.
Processor, Data Processor
As defined in the UK GDPR: the party that processes personal data on behalf of the Controller.
Protected Data
Personal Data received from or on behalf of the Customer in connection with the Services.
Services
Customs clearance services and related activities provided by TKCC to the Customer under the Contract, including but not limited to import/export/transit declarations, representation, documentation, and advisory support.
Standing Authority Form
The written authority granted by the Customer to TKCC confirming whether TKCC is acting as a direct or indirect representative in accordance with applicable customs legislation.
Transit Declaration
A customs procedure allowing goods to move through countries under customs control without being subject to duties until reaching their final destination.
VAT
Value added tax as defined in the Value Added Tax Act 1994 or any equivalent tax applicable in the jurisdiction in which the Services are performed.