Business Terms and Conditions

CUSTOMER TERMS FOR THE DECLARON SERVICE

This document (the “Terms”) forms the terms and conditions (the “Agreement”) in relation to the Customs Service provided by Declaron and the use by you of the Customs Service. It is important that you, the Customer reads and understands these Terms before using  the Customs Services and they should be kept in a safe place. Declaron will provide a copy of the Terms  to the Customer in writing and / or by email, together with the other materials referred to in it, when the Customer first becomes a Customer and at any time upon request.

By agreeing to this Agreement you confirm that you have authority to appoint Declaron on behalf of the Customer, and that you hereby appoint Declaron to act on behalf of the Customer in the capacity of a Direct Representative (as defined below) in accordance with Article 18 and 19 of Regulation 952/2013 of the European Parliament and the Council of 9 October 2013 (Union Customs Code). This appointment applies with effect from the date of this Agreement until expressly revoked by the Customer.

  1. Definitions

The following words and expressions have the following meanings in these Terms:

Business Day means between the hours of 09.00 to 17.00 any day other than a Saturday, Sunday or bank or public holiday in Ireland.

Confidential Information has the meaning set out in clause 22(2).

Customer means a legal entity, established in the EU,  who enters into an Agreement with Declaron for the services described in these Terms.

Customer Information has the meaning set out in clause 5(2).

Customs Service has the meaning set out in clause 4(2)

Declaration means the customs declaration created by the Customer and submitted by the Customer to Declaron via the Online System;

DP Legislation means the General Data Protection Regulation (EU 2016/679) (“GDPR”), the Data Protection Acts 1988 to 2018,  the European Communities (Electronic Communications Networks and Services) (Privacy and Electronic Communications) Regulations 2011 and any legislation which amends, re-enacts or replaces these legal instruments from time to time. The definitions and interpretations in the DP Legislation apply to clause 17.

Direct Representative has the meaning set out in the Union Customs Code. A Direct Representative acts in the name of and on behalf of another person.

Intellectual Property Rights mean patents, rights to inventions, copyright and related rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.

Online System means the Declaron on-line system via which the Customer prepares and submits itsDeclaration.

Personal Data has the meaning set out in clause 16.

Pricing means the fees payable by the Customer which are set out at clause 13 and in the Pricing Policy on the Declaron website.

Union Customs Code has the meaning set out above and means Article 18 and 19 of Regulation 952/2013 of the European Parliament and the Council of 9 October 2013.

VAT value added tax chargeable under the Value-Added Tax Acts in Ireland and any similar replacement tax and any similar additional tax

 

  1. About Declaron
  • Declaron is an authorised economic operator (registration pending) and has registered with Irish Revenue for the provision of customs declaration processing services (EORI number IE3679725PH).
  • Declaron provides customs declaration processing services to entities that are importing and exporting goods.
  • Declaron does not provide advice. Whilst Declaron may provide information about customs requirements and related matters, it is not allowed to provide advice on any aspect of customs requirements. Any decision the Customer makes regarding the content or nature of their customs declaration is made solely on the Customer’s own judgement. Declaron does not take the Customer’s specific circumstances into account and the Customer should obtain separate advice, if necessary.
  • Declaron’s company details are as follows:
  • a. Declaron is a private limited company registered in Ireland under company number 662287.
  • b. Declaron’s registered office is at 5th Floor, Beaux Lane House, Mercer Street Lower, Dublin 2, D02 DH60. Additional information about Declaron is available from the Declaron website at: Declaron.ie .

 

  1. Law Applying to this Agreement

This Agreement shall be governed by, and interpreted in accordance with, the laws of Ireland. Declaron and the Customer agree to submit to the exclusive jurisdiction of the Irish courts to hear and determine any claim, dispute or other matter (whether contractual or otherwise) arising out of or in connection with this Agreement.

 

  1. Main characteristics of our Service

(1) Registration enables the Customer to create their user profile, create a catalogue of goods and access customer support services.

(2) The Customs Service enables the registered Customer to instruct Declaron to submit a customs declaration to the relevant tax authority on its behalf, retain copies of relevant supporting documentation and carry out relevant follow-up communications relating to the customs declaration.

 

  1. Registration

(1) Profile Creation: to create a Customer profile and register for the Customs Service, the  Customer must

 

  1. Log on to the Declaron website;
  2. Pay the Registration Fee; and
  3. Complete the registration form and provide the Customer Information set out below at (2).

(2) Customer Information The following Customer information is required in order to create a Customer profile and will be required in order to avail of the Customs Service:

Mandatory Customer information

  1. EORI Reference
  2. VAT Reference
  3. TAN Account Number
  4. Deferred Payment Enabled
  5. Type of activity (imports and/or exports)
  6. [Company Registration Number]

Supplementary Customer Information regarding relevant authorisations held by the Customer includes:

  1. AEO Authorisation
  2. VAT Free Authorisation
  3. Inward Processing authorisations
  4. Outward Processing relief authorisations
  5. End Use authorisations
  6. Customs Warehousing
  7. HPRA Licenses
  8. Entry Into the Declarant Records (EIDR)
  9. Import Simplified process

(3)  Once the Customer has successfully created a Customer profile, the Customer will be provided with a  unique username and password which will enable the Customer to access the Online System. The Customer can also contact the Declaron customer support team with any related queries. The Customer may be required to provide security information to authenticate themselves when they contact the customer support team.

 (4) On registration, the Customer can create a catalogue of goods and TARIC numbers in their profile. This information  can be used when preparing Declarations.

(5) For the avoidance of doubt, completion of the registration process pursuant to this clause 5 does not guarantee that the Customer will successfully complete a customs Declaration.

 

  1. The Customs Service:

 (1) To avail of the Customs Services and prepare and submit Declarations via the Online System, the registered Customer logs in to the Online System using their username and password.

(2) Declarations are purchased by the Customer via the Online System and there are a number of purchase options available to the Customer, the terms of which are set out here.

 (4) As set out in Clause 8, the Customer will be liable for any customs debt arising from the import/export Declarations.

(5) The Customer creates a Declaration via the Online System using the information described in clause 5 as well as any additional required information particular to the relevant shipment such as quantity, value and transport details. The Customer warrants and undertakes that all information included by the Customer in a Declaration is complete and accurate and not in breach of applicable law.  The Customer is responsible for checking and amending any errors before submitting its Declaration.  The Customer acknowledges that the submission of incomplete or incorrect information may lead to delays or penalties being imposed by a government agency, regulator, court, international body or other third party which may result in loss or damage for the Customer. Except where prohibited by applicable law or regulation Declaron shall not be liable to the Customer for any loss or damage suffered by the Customer as a result of third party penalties. Where in the sole opinion of Declaron staff, incomplete, unclear or incorrect information has been given in a Declaration,  Declaron may refuse to submit the Declaration to the customs authorities on behalf of the Customer. Declaron will not incur any liability to the Customer where Declaron refuses to submit a Declaration on behalf of the Customer.

(6) The Customer may contact the Declaron customer support team to address queries relating to the Customs Service. The Customer may be required to provide security information to authenticate themselves when they contact the customer support team.

(7) By clicking the submission button on the Online System, the Customer agrees to Declaron reviewing the Declaration and submitting the Declaration to the customs authority in accordance with the terms of this Agreement. The Declaration is then pending submission to the customs authorities.

(8)  Declaron may at its sole discretion, refuse to accept a Declaration for any reason whatsoever. If we are unable to accept a Declaration, we will inform you of this by email and we will not submit your Declaration to the customs authorities. Declaron may contact the Customer to verify or obtain additional information and documentation relating to a Declaration that has been submitted to Declaron via the Online System.

(9) Declaron will provide confirmation to the Customer via the Online System (together with the relevant customs transaction ID) when a Declaration has been submitted to the customs authorities.

(10) The Customer shall inform Declaron promptly if it believes that any information contained in a Declaration that it has submitted to the customs authorities via Declaron is incorrect.

 

  1. Time of Receipt of a Declaration by Declaron

(1) Declaron will treat a Declaration as having been received by it at the time at which the Customer submits the Declaration in accordance with Clause 6(7) (the “Time of Receipt”).

(2) If the Time of Receipt of a Declaration pursuant to paragraph 1 is on a non-Business Day or if it is received after 5pm (Irish time) on a Business Day, the Declaration   shall   be deemed to have been received on the following Business Day.

 

  1. Duties

(1) The Customer shall be solely liable for the payment in cleared funds of any customs duties (plus any applicable charges) owed to the customs authorities (the “Duties”) under the applicable laws

(2) The Customer warrants and undertakes that it has adequate funds in its TAN account to discharge any Duties owed to the customs authorities.

(3) The amount of any Duties owed by the Customer is decided by the customs authorities in their absolute discretion. Any calculation of Duties in the Online System is an estimate, which may be subject to review and/or change by the customs authorities. Declaron shall not be liable for the final calculation of Duties payable or for the payment of such Duties.

 

  1. Execution time for Submission of Declarations to Authorities

 (1) The execution period for Declaron to submit a Declaration to the customs authority shall commence  at the Time of Receipt.

(2) Declaron endeavours to process Declarations within 2 hours of the Time of Receipt during a Business Day but any such timing shall be an estimate only and time for performance by us shall not be of the essence. Declaration times may exceed 2 hours during periods when high volumes of Declarations are being processed. Large Declarations or Declarations containing supplementary information may also take more than 2 hours to be processed.

(3) The execution period is suspended without notice to the Customer where Declaron is awaiting further information from the Customer or where Declaron has declined to submit a Declaration to the customs authorities.

 

  1. Disclaimer
  • The transmission of information via the internet is not completely secure. Although Declaron applies measures to protect Customer Information, it cannot guarantee the security of Customer Information, Personal Data or Declaration data transmitted to it and any such transmission is at the Customer’s own risk.
  • To the extent permitted by law, Declaron is not responsible for any delays, delivery failures, or any other loss or damage resulting from:
  1. the transfer of data over communications networks and facilities, including the internet, or
  2. any delay or delivery failure on the part of any other service provider not contracted by Declaron, and the Customer acknowledges that the Customer’s use of the Online System (including the creation of a user account and the creation of declarations) may be subject to limitations, delays and other problems inherent in the use of such communications facilities. Declaron cannot guarantee the absolute prevention of cyber-attacks such as hacking, spyware and viruses. Accordingly, the Customer will not hold Declaron liable for any unauthorised disclosure, loss or destruction of declaration data arising from such risks.
  3. Declaron shall use commercially reasonable endeavours to make the Online System available twenty four (24) hours a day, seven days a week, except for:

(a)planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am Irish time; and

(b)unscheduled maintenance performed outside Business Days, provided that Declaron has given the Customer at least two (2) hours’ written notice in advance.

 

  1. Transmission of Declaration data

(1) When submitting a Declaration to the customs authorities, Declaron shall transmit the Declaration to the customs authorities via a third party software interface. The transmission of Declaration data shall be subject to the terms of clause 10 above .

 

  1. Unauthorised or incorrect Declarations

(1) The Customer shall inform Declaron without delay on finding that a Declaration was unauthorised or executed incorrectly on their behalf.

(2) The Customer shall be liable for any losses incurred as a result of an unauthorised or incorrect Declaration submitted using their security credentials.

(3) Declaron shall not be liable for any losses arising from an unauthorised or incorrect Declaration submitted by or on behalf of the Customer.

 

  1. Pricing and Pricing Policy

 (1) The charges payable by the Customer and the terms associated with Declaron’s Pricing Policy are available on the Declaron website.

(2) Declaron may vary its Prices at any time by amending its Pricing Policy and giving the Customer thirty (30) days prior notice.

(3) The Customer is obliged to pay all Duties,  taxes and costs  which the Customer is liable to pay. Such Duties, taxes and costs do not form part of Declaron’s Pricing Policy and are not payable through or with Declaron. The Customer shall be solely liable for the payment in cleared funds of any Duties and other taxes payable under the applicable laws.

(3) If the Customer requests Declaron to provide additional information or materials which Declaron is not required by law to provide, Declaron may ask the Customer to pay a reasonable administration fee to cover any reasonable costs incurred by Declaron in assisting the Customer. Declaron shall advise the Customer of any such fee at the time the Customer makes the request for such additional information or materials. 

(4) Our Prices are exclusive of VAT. Where VAT is payable in respect of any service provided by Declaron to you, you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the fees payble to Declaron.

(5) The fees payable by the Customer for Registration and the purchase of Declarations must be made by the Customer via the Online System or the Declaron website.

 

  1. Standard of Care

(1) Declaron confirms that the Customs Services will be provided using reasonable care and skill. Any Customer communications about the Customs Services should be made to Declaron’s customer support function via the contact details listed below.

 

  1. Personal Data

(1) This clause 15 applies to personal data (i.e. information that can be used, directly or indirectly, alone or in combination with any other information, to identify an individual including, for example, name, contact details, identification or verification information) provided to Declaron in connection with the Customs Services about (a) the Customer (where the Customer is an individual), which the Customer or any other person makes available to Declaron pursuant to this Agreement and / or (b) any other person which the Customer makes available to Declaron or that Declaron may otherwise process pursuant to this Agreement (together “Personal Data”).

(2) If the provision of the Customs Services by Declaron involves the processing of any Personal Data, the Customer, as controller, shall appoint Declaron as a processor and each party confirms that they will process such Personal Data in compliance with this Agreement, DP Legislation and the Data Processing Agreement at Schedule 1 hereto (the “Data Processing Agreement”). The obligations and rights of the Customer with respect to the processing shall be as set out in these Terms and the Data Processing Agreement.

(3) If the Customer is an individual, Declaron’s Privacy Policy, available on the Declaron website applies to Declaron’s processing of the Personal Data. If the Customer is not an individual, Declaron’s Privacy Policy applies to Declaron’s processing of any Personal Data that the Customer (or any other person) provides to Declaron or that Declaron otherwise processes under this Agreement in connection with the Customs Services. Declaron may update its Privacy Policy from time to time. When it does so, Declaron will publish the updated Privacy Policy on the Declaron website. Declaron would encourage the Customer (and/or affected persons) to visit the Declaron website regularly to stay informed of the purposes for which Declaron processes the Personal Data. 

(4) The Customer warrants and confirms that, where the Customer provides Declaron with Personal Data or special categories of personal data relating to other people, the Customer has obtained valid consent and done all other things required under the DP Legislation (including informing the person about the content of Declaron’s Privacy Policy and/or providing them with a copy of same); to disclose the Personal Data to Declaron in connection with the Registration and the Customs Services.

(5) When using Declaron services, the Customer will take reasonable steps to ensure that the Customer and the Customer’s employees, agents and contractors do not input, upload or disclose to Declaron any irrelevant or unnecessary information about individuals.

(6)The Customer and Declaron will each maintain, and will require their respective Processors and sub-processors to maintain, appropriate physical, technical and organisational measures to protect the Personal Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access (“Data Breach”). The Customer will, without undue delay, tell Declaron of any actual or suspected non-trivial Data Breach relating to the Personal Data that may also impact us or the security of our systems, products or services.

(7) Upon request and subject to this Clause 15, each party to this Agreement shall provide the other with information relating to its processing of the Personal Data and such assistance as reasonably required for the other to satisfy its obligations under DP Legislation.

 

  1. Communications between Declaron and the Customer

(1) From time to time, Declaron may need to contact the Customer about the Customs Services. Declaron may contact the Customer using any contact details the Customer has provided Declaron including post, email and phone. The Customer should ensure that the arrangements for receiving communication via these channels are safe.

(2) The Customer must inform Declaron/update their Customer profile  if their name/trading name changes or if their business details (including address) change. If the Customer does not inform Declaron of changes, Declaron will continue to use the details last provided to Declaron. Declaron will not be responsible for any failure to contact the Customer  or if Declaron sends information to the wrong address and/or email address and/or fax number, using details the Customer last provided. Declaron may charge the Customer their reasonable costs of finding the Customer if the relevant contact details are not kept up-to-date.

(3) Where notice “in writing” is required under this Agreement, it may be sent by post, email or fax to the addresses/numbers specified under this Agreement.

(4) A notice or other communication is deemed to have been received:

  1. if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
  2. if sent by pre-paid post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
  3. if sent by email, at 9.00 am the next Business Day after transmission.

In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

(5)  Declaron will correspond and communicate with the Customer in English.

  1. Changes to this Agreement

(1) Declaron may change this Agreement in accordance with this clause 17.

(2) Declaron  will inform the Customer about a change or other matter in writing (i.e. by post or email) or in another way that will be sent or given to the Customer specifically. Declaron recommends that the Customer saves for its own records, copies of communications (including electronic communications) from Declaron and received from Declaron directly. If the Customer is not happy with any changes that Declaron proposes to make, the Customer can end this Agreement immediately in writing (and Declaron will not charge the Customer for terminating the Agreement in these circumstances). If the Customer does not end this Agreement before the proposed changes take effect, Declaron will consider that the Customer has consented to the changes. The Customer will then be bound by them from the time they take effect.

(3) There are certain circumstances where Declaron may give the Customer shorter notice or where the Customer will not be informed about the changes at the time or after they are made. This may happen where:

  1. The change is in the Customer’s favour;
  2. The change is required under law or regulation by a particular date and there is no time to give the Customer notice of same;

(4) Any amendment shall not be retrospective or affect any rights or obligations that the Customer or Declaron already have under this Agreement.

 

  1. Limitation of Liability

(1) To the extent permitted by applicable law, Declaron shall not be liable to the Customer whether in contract,  tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Agreement for (a) loss of profits; (b) loss of business; (c) loss of data, revenue, goodwill or anticipated savings; or (d) any indirect or consequential loss or damages.

(2) Subject to Clause 18(1) our total liability to you arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the total amount paid by the Customer under the Agreement.

(3) This clause 18 will survive termination of the Agreement.

 

  1. Termination

(1) This Agreement will continue until the Customer or Declaron ends it in accordance with the terms of this clause 19. The Customer is not entitled to a refund of any feespaid to Declaron prior to termination of the Agreement.

(2) Terminate for Convenience

  1. The Customer may end this Agreement by giving Declaron one month’s notice in writing. .
  2. Declaron may end this Agreement by notifying the Customer upon not less than one months’ notice in writing.

(3) Termination in Specific Circumstances

Without affecting any other right or remedy available to it, either party to this Agreement may terminate it with immediate effect by giving written notice to the other party if:  

  1. the other party commits a material breach of any term of the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 Business Days after being notified in writing to do so; or
  2. the other party takes any step or action in connection with its entering provisional liquidation, examinership or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
  3. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
  4. the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under this Agreement has been placed in jeopardy; or
  5. any analogous, similar or equivalent act to those listed in Clauses 19(3)a. to 19(3)d. occurs in respect of either of the parties.

(4) Declaron may terminate this Agreement immediately where:

  1. it is required to take action to comply with the law or because a court or other appropriate authority directs it to act in that way;
  2. it is reasonably of the view that such action is necessary to avoid breach by Declaron of any legal requirement or to avoid action from any government, regulator or appropriate international body
  3. the Customer has materially or repeatedly breached this Agreement;
  4. the Customer made any statement when applying to become a Customer which is false or misleading in a material respect;
  5. it is reasonably of the view or reasonably suspects that: there has been fraud or other suspicious activity involving any transaction (including if Declaron reasonably suspects that the Customer has used or obtained or is using or obtaining, or may use or obtain, the Customs Service illegally, fraudulently or improperly, or that someone else acting on the Customer’s behalf may do so); there has been a breach of security (including if Declaron considers the integrity of any client credentials has been compromised in any way); there has been unauthorised or fraudulent use (or attempted unauthorised or fraudulent use) of the Online System; or Declaron is uncertain whether an instruction has in fact been given by the Customer;
  6. the Customer has failed to settle with Declaron any money the Customer owes Declaron when due and in accordance with the provisions of this Agreement;
  7. it is reasonably of the view that a mistaken Declaration has been executed; or
  8. it is reasonably of the view that there is a factual error in a Declaration or the Customer’s instruction is unclear or the Customer has failed to provide the information required to handle a Declaration.

(5) If the Customer becomes aware of the occurrence of any event referred to in clause 19(4), the Customer agrees to give Declaron notice of such event immediately.

 

  1. Other

(1) Intellectual Property. All Intellectual Property Rights in or arising out of or in connection with the Customs Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by Declaron. Each party grants to the other party, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Agreement to use the other parties’ Intellectual Property Rights for the purpose of using the Customs Services in accordance with the terms of the Agreement. The Customer shall not sub-license, assign or otherwise transfer the rights granted in this Clause 20(1).

(2) Confidential Information. The customer and Declaron agree to keep all information or data of the other which is disclosed or otherwise comes into its possession directly or indirectly as a result of the Agreement and being of a confidential nature including, without limitation, commercial, financial, marketing, technical or other information which is of value to its owner, know-how, trade secrets and other information in any form or medium whether disclosed before or after the date of the Agreement, together with any reproduction of such in whole or in part (“Confidential Information”) confidential at all times, to use it solely for the purposes of the performance of its obligations under the Agreement and not to disclose the Confidential Information to any third party, subject to disclosure which is required by reason of law or statutory or other regulation, or the request of any competent regulatory or governmental authority and subject to disclosure of the Confidential Information which is required in connection with the implementation and performance of the Agreement provided that in respect of such disclosure confidentiality requirements at least as stringent as are set out herein are imposed on any person to whom any such disclosure is made and disclosure is made on a need to know basis only. This clause 20(2)  shall not apply to information which was in the public domain or which was received by a party to the Agreement from a third party free from confidentiality..  The provisions of this Clause 20(2)  shall survive the expiration or termination of this Agreement.

 (4) Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

(5) Waiver. If we do not insist that you perform any of your obligations under the Agreement, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

(6) Assignment and Transfer: We may assign or transfer our rights and obligations under the Agreement to another entity but will always notify you in writing or if this happens. The Customer may not assign or transfer any rights or obligations under the Agreement.

 (7) Entire Agreement: This Agreement (including the schedule[s] hereto and any parts of the Declaron website expressly referred to in these Terms) constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Services Agreement.

 

Schedule 1

Data Processing Agreement

  1. Unless otherwise defined in the Agreement, the terms used in this Schedule 1 shall have the same meaning as defined in DP Legislation. In this Schedule the following terms have the following meanings:

Controller” has the meaning given to it in DP Legislation;

Data Subject” has the meaning given to it in DP Legislation;

Personal Data Breach” has the meaning given to it in DP Legislation;

Process” has the meaning given to it in DP Legislation and “Processing” shall be construed accordingly;

Processor” has the meaning given to it in DP Legislation;

Sub-processor” means any other person or entity that Customer or Declaron sub-contracts or outsources the Processing Personal Data to in connection with this Agreement; and

“Supervisory Authority” has the meaning given to it in DP Legislation.

 

  1. In the course of the provision of Customs Services, Declaron will Process Personal Data on the instructions of and for the benefit of Customer and only in accordance with this Agreement and DP Legislation. In the context of that Processing of Personal Data, in accordance with this Agreement:
    • Customer shall be deemed to be either a Controller or a Processor of the Personal Data and, where it is acting as a Processor, Customer will obtain the prior specific or general written authorisation of the relevant Controller in accordance with DP Legislation to engage Declaron as a Sub-processor;
    • Declaron shall be deemed to be either a Processor or a Sub-processor for and on behalf of the Customer; and
    • each party is subject to, and agrees to comply fully with their respective obligations under DP Legislation. The Annex to this Data Processing Agreement sets out the scope, nature and purpose of processing by Fexco, the duration of the processing and the types of Personal Data and categories of Data Subjects.

 

  1. Before providing Personal Data to Declaron or giving Declaron instructions to access and further Process the Personal Data, Customer as the Controller or, where applicable, the relevant Controller, shall ascertain that such Processing is legitimate pursuant to, inter alia, Article 6 of GDPR.

 

  1. Declaron shall keep confidential the Personal Data that it processes on behalf of Customer and shall ensure that anyone acting under its authority keeps Personal Data confidential, unless it is required by applicable law or professional regulations to disclose such data in which case, where legally permitted, Declaron shall inform Customer, of such legal requirement or professional regulation before such disclosure. It shall Process those Personal Data only on the documented instructions of Customer, including with regard to transfers of personal data outside of the European Economic Area (“EEA”), unless required to do otherwise under applicable law. In that case, Declaron shall inform the Controller of that legal requirement before Processing the Personal Data, unless applicable law prohibits the provision of such information.

 

  1. Declaron shall inform the Customer if it believes an instruction constitutes an infringement of applicable law and professional regulations, including DP Legislation.

 

  1. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Declaron shall implement appropriate technical and organizational measures, to ensure a level of security appropriate to the risk.

 

  1. The Customer consents to Declaron appointing Sub-processors under this Agreement and confirms that Declaron may use the Personal Data and disclose it to third parties or to other companies in the Declaron group who facilitate or support our business without the Customer’s consent for any of the following purposes:
  • To provide the Customs Services to the Customer in accordance with this Agreement and to communicate with the Customer about the Customer’s account;
  • To fulfil Declaron’s legal, regulatory and/or compliance obligations;
  • For risk assessment, statistical, trend analysis and planning purposes;
  • To enforce Declaron’s rights under this Agreement if necessary.

Declaron will only make such a disclosure where it is required in connection with such purposes and in compliance with applicable DP Legislation.

 

  1. Declaron shall give the Customer the opportunity periodically to check compliance with this Agreement and the statutory provisions applicable to the Processing of Personal Data. The checks may be carried out on behalf of Customer by an (external) independent auditor unless that auditor is a direct competitor of Declaron. That periodic check shall be limited to Declaron’s answering questions put by Customer (a maximum of once a year) about Declaron’s compliance with applicable DP Legislation. Notwithstanding the foregoing, if the Customer reasonably believes that a Personal Data Breach has occurred or is occurring, then an audit under this Clause 8 may be carried out without undue delay.

 

  1. Having regard to Declaron’s duty of confidentiality towards other Customers, Customer accepts and acknowledges that Declaron shall not allow Customer or an auditor mandated by Customer to access its IT systems and/or its IT infrastructure.

 

  1. Declaron shall inform Customer
  • of any Personal Data Breach that must be notified pursuant to Articles 33 and 34 of GDPR. Declaron shall inform Controller without undue delay and to the extent reasonably possible, within 36 hours after becoming aware of the Personal Data Breach;
  • of complaints from Data Subjects whose Personal Data are being Processed by Declaron,
  • of requests from Data Subjects whose Personal Data are being Processed by Declaron regarding the exercise of their data protection rights under GDPR;
  • of an audit by a Supervisory Authority or other competent authority where such is permitted pursuant to applicable law and professional regulations;

and shall provide to Customer such further information and such assistance as Customer may reasonably require, and within the timescales reasonably specified by Customer, to allow Customer, or where applicable the relevant Controller to comply with its obligations under DP Legislation in connection with such matters.

 

  1. Declaron shall provide Customer with reasonable assistance requested by Customer or where applicable, the relevant Controller, in connection with:
  • the fulfilment of its obligations under DP Legislation relating to the security of Personal Data (to the extent required by DP Legislation and in particular, the obligations pursuant to Articles 32 to 34 of GDPR);
  • responding to a request from or audit by a Supervisory Authority or other competent authority,
  • a request or complaint from Data Subjects whose Personal Data are being processed by Declaron including requests by Data Subjects exercising their rights under DP Legislation (in particular the rights contained in Articles 12 to 23 of GDPR); and/or
  • complying with DP Legislation that may require Customer to conduct data protection impact assessments and to consult with Supervisory Authorities (in particular the obligations pursuant to Articles 35 to 36 of GDPR).

 

  1. Subject to the prior written approval of Customer, which shall not be unreasonably withheld, Declaron may Process Personal Data in countries outside the EEA. Such Processing shall take place only where Declaron complies (and is in a position to demonstrate to the Customer’s reasonable satisfaction that it complies) with DP Legislation including the provisions of Chapter V of GDPR (“Transfers of personal data to third countries or international organisations”).

 

  1. Customer agrees that it, or where applicable, the relevant Controller is responsible for informing Data Subjects about the existence of Processors or Sub-processors based outside of the EEA and, where appropriate, for providing a link to Declaron’s BCRs & this Data Processing Agreement (without any sensitive/confidential information). In the event that a transfer involves special categories of Personal Data, Customer agrees that it or, where applicable, the relevant Controller is responsible for ensuring that Data Subjects have been informed or will be informed before such transfer takes place.

 

  1. The duration of the Processing will be governed by the Agreement. After the end of the provision of the Customs Services relating to Processing, Declaron shall, at the choice of Customer delete or return all Personal Data to Customer and delete all copies unless Declaron has a statutory or professional duty to store the Personal Data beyond termination of the Contract. Declaron shall, if requested, provide confirmation signed by an authorized representative that this paragraph 14 has been complied with in full. The parties acknowledge that Declaron may keep data retained for back-up purposes which Declaron may keep pursuant to its document retention and business continuity policies, provided that the security and secrecy provisions as included in this Agreement continue to apply to them.

 

Annex 1

Data processing

  • Subject matter of processing: The provision by Declaron of the Customs Services to the Customer.
  • Duration of processing : The duration required to fulfil Declaron’s obligations under this Agreement.
  • Nature of processing, e.g. means of processing: Collection, storage, processing and transfer of the Personal Data in accordance with the terms of this Agreement.
  • Purpose of processing: The provision by Declaron of the Customs Services, as defined in this Agreement.
  • Categories of data subjects: Such categories as may be required to fulfil Declaron’s obligations under this Agreement
  • Type of Personal Data (including special categories of Personal Data) per category of data subjects: Such types of Personal Data as may be required to fulfil Declaron’s obligations under this Agreement, including registration details and email address