Terms and Conditions of Service

1.       SERVICES PROVIDED

When requesting Arca’s Services, the “Shipper” agrees to these terms and conditions, both on behalf of themselves, and any third parties with an interest in the Shipment, including but not limited to, the receiver of the Shipment (consignee). In the event of a conflict, the terms and conditions in this agreement supersede and any other document.

“Shipment” means any item that is conveyed by Arca, or which Arca arrange to transport via a third party. Shipments may be carried by any means of Arca’s choosing, including by air, by road, or by any other carrier.

All Shipments are carried on a limited liability basis, as detailed in these terms and conditions. If the Shipper requires greater protections, they must make their own arrangements to insure the Shipment.

2.       THE SHIPPER

The Shipper warrants that they are the owner of or are an authorised agent of the owner of any Shipment sent with Arca.

The Shipper warrants that the following (furnished by on or behalf of the Shipper) are full and accurate:

  • the description and particulars of any items to be shipped (“the Goods”).

  • any information furnished (including but not limited to, the nature, gross weight, gross mass (including the verified actual gross mass of any container packed with packages and cargo items), and measurements of any Goods).

  • the description and particulars of any services required by or on behalf of the Shipper

    and;

  1. that any Transport Unit and/or equipment supplied by the Shipper in relation to the performance of any requested service is fit for purpose.

  2. that all Goods have been properly and sufficiently prepared, packed, stowed, labelled and/or marked, and that the preparation, packing, stowage, labelling, and marking are appropriate to any operations or transactions affecting the Goods and the characteristics of the Goods.

The Shipper must notify Arca of any regulatory requirements that might affect the Shipment and provide all necessary documentation.

It is the Shipper’s responsibility to provide all information relating to the Shipment to Arca in good time, and to ensure that all instructions confirmed in writing, and are clear, complete, accurate. Any conflict or doubt caused by the absence of written instruction, or ambiguity in instructions, shall be resolved in Arca’s favour.

3.       DANGEROUS GOODS

Any goods classified as hazardous material, dangerous good, or restricted materials under ADR or by IATA, ICAO, or any other relevant organisation can only be shipped with prior agreement from Arca. Any Shipments sent without prior agreement may be refused, held, returned, or disposed of. The Shipper indemnifies Arca against all loss, damage or expense arising in connection with such a Shipment.

Following agreement between Arca and the Shipper to ship dangerous goods, any dangerous goods must be declared and detailed to Arca at point of booking request. The Shipper shall further provide such information, documentation or declaration as may be necessary to enable the carriage of such Dangerous Goods by Arca and any of its network partners. The Shipper warrants that all information provided will be full and accurate. Arca reserves the right to reject bookings made by the Shipper should these terms not be met and/or the material is deemed prohibited for transport as per the list provided in Appendix C (Prohibited Goods)

4.       DUTIES AND TAXES

The Shipper is responsible for all duties, taxes, and any other charges levied by any authority or agency in connection with Shipment, including any fines, expenses, interest, storage fees or any other costs incurred in relation to the Shipment.

5.       QUOTATION AND DELIVERY SCHEDULES

Arca quotations are provided based on the Shipment information provided by the Shipper and the Shipment may be subject to additional charges if the information provided is not accurate. Arca may withdraw or revise a quotation at any time.

Any stated delivery schedule is only an estimate. Arca will make all reasonable efforts to adhere to the delivery schedule, but these schedules are not binding and do not form part of the contract. Arca do not accept any liability for loss or damages incurred by delay.

6.       RIGHT OF SUBSTITUTION

Except as otherwise provided in these Terms and Conditions, Arca may, at its absolute discretion, engage a third-party sub-contractor to perform some or all of the obligations under this Agreement.

7.       CONFIDENTIALITY & DATA PROTECTION

Confidential information (the "Confidential Information") refers to any data or information relating to the business of either party which would reasonably be considered to be proprietary to both parties including, but not limited to, accounting records, business processes, and Shipper records and that is not generally known in the industry of the parties and where the release of that Confidential Information could reasonably be expected to cause harm to either party.

The below terms are drawn from the definitions aligned to GDPR and shall be defined as such:

Arca and The Shipper will process personal data in compliance with applicable local laws, enactments regulations, orders, standards and other similar instruments, which include the General Data Protection Regulation 2016/679 and any other applicable law (collectively known as “Data Protection Laws”).

Arca shall not disclose Service Data to any third-party, except as necessary for the performance of the Services, to comply with applicable laws or with The Shippers prior consent.

Arca will implement appropriate technical and organizational measures to: protect Service Data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure, access, or processing; and to restrict access to Service Data to personnel who require access to it in order for Arca to provide the Services to The Shipper. We will ensure that all associated members of staff and affiliates are bound by reasonably appropriate data protection obligations and subject to a duty of confidence. Further information can be found in our Privacy Policy located on the website.

Both parties agree that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which has been shared by either party, except as authorised by the Shipper or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.

All written and oral information and material disclosed or provided by the Shipper to Arca under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to Arca.

8.       OWNERSHIP OF INTELLECTUAL PROPERTY (ArcaLive)

All intellectual property and related material (the "Intellectual Property") that is developed or produced under this Agreement, will be the property of Arca. The Shipper is granted a non-exclusive limited-use licence of this Intellectual Property.

Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with Arca.

The Portal (ArcaLive) is provided to the Shipper to facilitate the services required. ArcaLive is the property of Arca Biologistics Ltd and is bound by all applicable confidentiality clauses set out in this agreement and associated NDA’s.

Shippers have no rights in or to ArcaLive (portal & website) and all rights in and to the Website and the portal, including any underlying software and computer codes, are exclusively owned by Arca, or licensed to Arca by a third-party supplier.

9.       LIABILITY & INDEMNIFICATION

Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

Notwithstanding the above, Arca holds public liability indemnity insurance at a cover of up to but not exceeding £5,000,000.

Arca shall perform its duties with a reasonable degree of care, diligence, skill and judgment.

Arca shall be relieved of liability for any loss or damage if, and to the extent that, such loss or damage is caused by:

(A) strike, lock-out, stoppage or restraint of labour, the consequences of which Arca is unable to avoid by the exercise of reasonable diligence; or

(B) any cause or event which Arca is unable to avoid, and the consequences of which the company is unable to prevent by the exercise of reasonable diligence.

In the event of a claim Arca draws on The Warsaw convention in particular the economic calculation aligned to Special Drawing Rights (SDR)

Subject to the above and sub-clause below, howsoever arising and, notwithstanding that the cause of loss or damage be unexplained, shall not exceed:

(i) in the case of claims for loss or damage to Goods:

(a) the value of any loss or damage; or

(b) a sum at the rate of 2 SDR (special Drawing rights) per kilo of the gross weight of any Goods lost or damaged

whichever shall be the lesser.

If the Shipper regards these limits as insufficient it must make its own goods in transit insurance arrangements to cover the entire value of the material.

Arca will make every reasonable effort to deliver each Shipment within the committed time frames, and within the committed temperature conditions, but these time frames and conditions are not binding, and do not form part of the contract. Subject to the clauses above and sub-clause below, Arca’s liability for loss or damage as a result of failure to deliver, or arrange delivery of goods, in a reasonable time, or to adhere to agreed departure or arrival dates, shall not in any circumstances whatever exceed a sum equal to twice the amount of the charges in respect of the relevant contract.

Arca shall not in any circumstances whatsoever be liable for indirect or consequential loss such as (but not limited to) loss of profit, loss of market, or the consequences of delay or deviation, however caused.

All claims must be made within 14 days of the Shipment being accepted by Arca, failing which Arca will have no liability whatsoever. Claims are limited to one per Shipment, settlement of which will be full and final.

10.   FORCE MAJEURE

Neither party to this Agreement shall be liable for failure to perform any duty or obligation that such party may have under this Agreement where such failure has been caused by any act of God, fire, strike, inevitable accident, war or any cause outside the reasonable control of the party who had the duty to perform; This is provided, however, that the non-performing party shall give prompt notice to the other party of the reason for its non-performance and its reasonable best estimate of when performance would begin again.  The non-performing party shall promptly begin to perform again after the intervening event has concluded.

11.   ENTIRE AGREEMENT

It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

12.   SEVERABILITY

In the event that any of the provisions of these terms are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

13.   GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of England.

 14. PROHIBITED GOODS LIST

  • Complete firearms

  • Ammunition

  • Explosives

  • Explosive devices or test pieces

  • Air guns

  • Replica or imitation firearms

  • Counterfeit goods

  • Cash & Currency

  • Stamps

  • Antiques

  • Bullion (of any precious metal);

  • Live animals

  • Prohibited animal parts or remains such as ivory.

  • Human remains or Ashes.

  • Loose precious or semi-precious stones

  • Cannabis or its derivatives

  • Any illegal goods such as narcotics or other illegal drugs