Merchant DDP Responsibility Terms

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1. Scope and relationship to other agreements

1.1 These Merchant DDP Responsibility Terms (the "DDP Terms") govern the Merchant's election and use of Delivered Duty Paid ("DDP") delivery terms for cross-border shipments arranged through the Tanqory platform (the "Platform"), operated by Tanqory Inc. ("Tanqory").

1.2 The DDP Terms form part of and are incorporated into the Merchant Agreement between Tanqory and the Merchant. Capitalised terms not defined here have the meaning given in the Merchant Agreement.

1.3 Precedence. In relation to import duties, import taxes, customs obligations and the allocation of customs liability on a shipment for which the Merchant has elected DDP, the DDP Terms prevail over any inconsistent provision of the Shipping Policy, the Refund and Return Policy, the Terms of Sale or any other Tanqory policy. In all other respects those documents continue to apply. Nothing in this clause limits a right of an end customer that cannot be excluded or varied by agreement under applicable mandatory law.

1.4 No application to Tanqory's own sales. The DDP Terms apply to sales made by the Merchant to the Merchant's own customers through the Platform. They do not apply to any sale by Tanqory of its own products or services.

1.5 Definitions. In the DDP Terms:

• "Customs Authority" means any governmental authority responsible for the assessment or collection of Import Charges or the control of goods at a border.
• "Customs Data" means all information relating to goods, their classification, valuation, origin, description, quantity, weight, composition and regulatory status that is submitted, or is required to be submitted, to a Customs Authority or to a Carrier in connection with a Shipment.
• "Carrier" means the transport provider that carries a Shipment, whether engaged through Tanqory or directly by the Merchant.
• "DAP" means Delivered At Place, under which the consignee is responsible for Import Charges at destination.
• "DDP" means Delivered Duty Paid, under which the seller undertakes to bear Import Charges at destination.
• "Estimated Import Charges" means an estimate of Import Charges calculated or displayed by the Platform.
• "Assessed Import Charges" means the Import Charges actually assessed by a Customs Authority or invoiced by a Carrier or customs broker in respect of a Shipment.
• "Import Charges" means customs duties, tariffs, import value added tax, goods and services tax, excise, levies, disbursement, clearance, brokerage, storage, demurrage and similar charges, together with any interest, surcharge or penalty imposed in connection with them.
• "Importer of Record" means the person legally responsible to a Customs Authority for the accuracy of a customs declaration and for payment of Import Charges under the law of the destination jurisdiction.
• "Shipment" means a consignment of goods dispatched to a destination outside the jurisdiction from which it is dispatched.

1.6 Duties and taxes are distinct. References in the DDP Terms to Import Charges include customs duties and import taxes as separate categories. Any provision of any other Tanqory document that refers only to "taxes" is not to be read as limiting the Merchant's obligations under the DDP Terms in respect of customs duties, penalties or forfeiture.

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2. Eligibility

2.1 DDP is available only where all of the following are satisfied at the time the relevant action is taken:

(a) these DDP Terms have been published in a version that covers a jurisdiction the Merchant has selected, and the Merchant has accepted that version in accordance with Section 27;

(b) the Merchant's account is in good standing and not suspended;

(c) the destination market is one for which Tanqory has enabled DDP;

(d) the Carrier and service selected for the Shipment are capable of accepting and transmitting DDP delivery terms and, where required, of identifying the Merchant as the party responsible for Import Charges;

(e) the Merchant holds any Carrier account, customs registration, deferment account, guarantee or authorisation that the destination jurisdiction or the Carrier requires for the arrangement; and

(f) the Customs Data for the goods in the Shipment is complete and satisfies Section 5.

2.2 Each condition is independent. Satisfaction of one condition does not imply satisfaction of any other. In particular, acceptance of these DDP Terms makes the Merchant eligible to configure DDP. It does not make any Carrier capable of DDP, does not make any Shipment eligible for DDP, and does not constitute a representation by Tanqory that DDP is lawful or operable for any particular lane.

2.3 Excluded goods. DDP may not be elected for goods that are prohibited, restricted, subject to licensing, subject to export or import control, subject to sanctions, or otherwise not freely importable into the destination jurisdiction, unless the Merchant holds every applicable authorisation and has provided evidence of it on request. The Merchant is solely responsible for determining whether goods fall within this clause.

2.4 Tanqory may add, vary, suspend or withdraw eligibility for any jurisdiction, market, Carrier, service or category of goods at any time, with effect from notice, where Tanqory considers in good faith that continued availability would be unlawful, would breach a Carrier arrangement, or would expose Tanqory or the Merchant to material regulatory risk.

2.5 Current availability. DDP is a feature Tanqory enables, and it is not enabled on the Platform as at the effective date of these DDP Terms. No Merchant can elect DDP, no acceptance can be recorded, and no Shipment can be tendered under DDP until Tanqory enables it. Publication of these DDP Terms is not an offer to make DDP available, does not create an entitlement to use it, and imposes no obligation on any Merchant unless and until that Merchant elects DDP and accepts these DDP Terms in accordance with Section 27. Tanqory will give notice through the Platform when DDP becomes available.

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3. Merchant election and default terms

3.1 DAP is the default. Unless the Merchant expressly elects DDP for a market in accordance with this Section, all cross-border Shipments are made on DAP terms and the consignee is responsible for Import Charges at destination.

3.2 An election of DDP is made per market through the Merchant's settings and takes effect only from the time it is recorded by the Platform. An election has no retrospective effect and does not apply to any order placed before it took effect.

3.3 The Merchant may withdraw an election prospectively at any time. Withdrawal does not affect any Shipment already tendered to a Carrier and does not affect any order already placed and priced on DDP terms, which remain governed by these DDP Terms.

3.4 The Merchant is responsible for all consequences of its election, including the accuracy of any statement made to its customers about who bears Import Charges.

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4. Merchant responsibility for Import Charges

4.1 The Merchant bears the Import Charges. Where the Merchant has elected DDP for a Shipment, the Merchant is responsible as between the Merchant and Tanqory for all Import Charges on that Shipment, whether Estimated, Assessed, additional, reassessed or imposed after delivery, and whether invoiced to the Merchant, to the consignee, to a Carrier or to Tanqory.

4.2 The obligation is not limited by what was collected. The Merchant's responsibility under clause 4.1 is not limited to, and is not measured by, any amount displayed at checkout, any amount collected from a customer, or any Estimated Import Charges.

4.3 Reimbursement. If Tanqory, or any Tanqory affiliate, is invoiced for, charged with, or required to pay any Import Charge in respect of a Shipment for which the Merchant elected DDP, the Merchant shall reimburse Tanqory in full within thirty (30) days of demand, together with any administrative charge notified in advance and any cost of recovery. Tanqory may set off any such amount against sums otherwise payable to the Merchant, and may debit any balance the Merchant holds with Tanqory, to the extent permitted by applicable law.

4.4 No assumption by Tanqory. Tanqory does not assume, guarantee, underwrite, insure or advance any Import Charge, and no act of Tanqory in calculating, displaying, transmitting or recording information relating to Import Charges is to be construed as such an assumption.

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5. Customs Data accuracy

5.1 The Merchant is the source of Customs Data. The Merchant warrants, in respect of every Shipment for which it has elected DDP, that the Customs Data it supplies or approves is complete, accurate, current, not misleading, and sufficient to permit a lawful customs declaration in the destination jurisdiction.

5.2 The warranty in clause 5.1 is given at the time the Customs Data is supplied and is repeated at the time each Shipment is tendered.

5.3 Platform assistance is not a substitute for the warranty. The Platform may suggest, derive, prefill, import, validate or automatically classify Customs Data, including by automated or machine-learning means. Any such output is a suggestion only. The Merchant remains solely responsible for reviewing, correcting and confirming Customs Data before it is used, and the Merchant's confirmation of a suggested value is a representation by the Merchant as to that value. Tanqory gives no warranty as to the accuracy, completeness or fitness for customs purposes of any suggested value.

5.4 Records. The Merchant shall retain records sufficient to substantiate its Customs Data for the period required by the law of each destination jurisdiction, and in any event for not less than seven (7) years from the date of the relevant Shipment, and shall produce them to Tanqory, a Carrier or a Customs Authority promptly on request.

5.5 Correction. The Merchant shall notify Tanqory without undue delay on becoming aware that any Customs Data was or has become inaccurate, and shall take all steps required to correct it, including making or procuring any amended declaration and paying any resulting Import Charge.

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6. Tariff classification

6.1 The Merchant is responsible for determining and maintaining the correct tariff classification of each item, including the Harmonized System code and any national subheading required by the destination jurisdiction.

6.2 The Merchant acknowledges that classification is a legal determination that may differ between jurisdictions, that it may change, and that a classification accepted on one occasion is not authority for its correctness on another.

6.3 Where the Platform proposes a classification, clause 5.3 applies. The Merchant shall not rely on a proposed classification without review by a person competent to assess it.

6.4 The Merchant is responsible for obtaining any binding tariff information, advance ruling or equivalent instrument where the Merchant considers one is required, and Tanqory does not obtain, hold or rely on any such instrument on the Merchant's behalf.

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7. Country of origin

7.1 The Merchant is responsible for determining and declaring the country of origin of each item in accordance with the origin rules of the destination jurisdiction, including any preferential origin rules the Merchant seeks to rely on.

7.2 Where the Merchant claims preferential origin, the Merchant is responsible for holding and producing every certificate, declaration, statement on origin or supporting record that the claim requires, and for the consequences of a claim that is not substantiated.

7.3 The Merchant acknowledges that country of origin is not the same as the country of shipment, the country of the supplier, or the country in which the Merchant is established.

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8. Customs description

8.1 The Merchant shall provide, for each item, a customs description that plainly and accurately describes the goods in terms a Customs Authority can act on.

8.2 A customs description is not marketing copy. A product title, marketing description, brand name, model designation, internal reference or abbreviation is not by itself an adequate customs description. The Merchant shall not use a description that obscures the nature, composition or intended use of the goods.

8.3 Where the Platform maintains a customs description separately from a product description, the Merchant is responsible for the content of the customs description field, and the existence of a separate field does not transfer that responsibility to Tanqory.

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9. Declared value

9.1 The Merchant is responsible for declaring the customs value of each item in accordance with the valuation rules of the destination jurisdiction.

9.2 The Merchant shall not under-declare, over-declare, split, mis-state or misdescribe value, and shall not declare goods as a gift, sample, warranty replacement or no-commercial-value item unless that description is accurate.

9.3 The Merchant is responsible for including in, or excluding from, the declared value any element that the destination jurisdiction requires, including freight, insurance, assists, royalties, licence fees and proceeds of subsequent resale, in accordance with applicable law.

9.4 The Merchant acknowledges that a request to declare a value other than the true transaction value, from a customer or otherwise, must be refused.

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10. Quantity, weight and product data

10.1 The Merchant is responsible for the accuracy of quantity, net and gross weight, dimensions, packaging composition, unit of measure, material composition, and any other data element a Customs Authority or Carrier requires.

10.2 The Merchant is responsible for identifying any item that is subject to a licence, permit, quota, sanitary or phytosanitary control, dangerous goods classification, dual-use control or other regulatory regime, and for holding any resulting authorisation.

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11. Commercial invoice and customs documentation

11.1 The Merchant is responsible for the issue and content of the commercial invoice and every other customs document required for a Shipment, whether produced by the Merchant, generated by the Platform from Merchant-supplied data, or produced by a Carrier from that data.

11.2 Where a document is generated from Customs Data supplied or confirmed by the Merchant, that document is the Merchant's document for the purposes of the DDP Terms, and Tanqory's role in generating or transmitting it does not make Tanqory its author or make Tanqory responsible for its content.

11.3 The Merchant shall ensure that the commercial invoice is consistent with the customs declaration, the transport document and the goods actually shipped.

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12. Carrier selection and arrangements

12.1 The Merchant is responsible for selecting a Carrier and service capable of performing the arrangement the Merchant has elected, and for satisfying itself that the Carrier will accept the Merchant as the party responsible for Import Charges where that is required.

12.2 Carrier terms govern the transport. Each Carrier performs transport and customs clearance under its own terms of carriage and its own tariff. Those terms bind the Merchant and the consignee to the extent applicable, are not set by Tanqory, and may include limitations of liability, exclusions, time bars and conditions for claims that are more restrictive than those in the DDP Terms.

12.3 Tanqory does not warrant the performance of any Carrier, does not warrant that any Carrier will apply the delivery terms transmitted to it, and is not liable for any act or omission of a Carrier, a customs broker, a handling agent or a Customs Authority.

12.4 Where the Merchant is required under clause 2.1(e) to hold its own Carrier account, the contract of carriage is between the Merchant and the Carrier, and Tanqory is not a party to it.

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13. Delivery terms on the transport document

13.1 Where the Merchant has elected DDP and a Shipment is eligible, Tanqory will transmit DDP delivery terms to the Carrier as part of the shipment request, using the interfaces the Carrier makes available.

13.2 Transmission is not a guarantee of application. Tanqory does not control, and does not warrant, whether a Carrier records, honours or acts on the delivery terms transmitted, or what a Carrier states on a transport document or customs declaration. Where a Carrier does not apply the delivery terms, the consequences as between Tanqory and the Merchant are governed by Section 22.

13.3 If the Merchant becomes aware that a Shipment has moved without the elected delivery terms, the Merchant shall notify Tanqory without undue delay.

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14. Customs clearance

14.1 Customs clearance is performed by the Carrier, by a customs broker, or by another party appointed for that purpose, in each case under its own arrangements.

14.2 Tanqory does not perform customs clearance, does not lodge customs declarations, does not act as a customs broker, and does not act as a customs agent or representative for the Merchant, the consignee or any other person.

14.3 The Merchant is responsible for granting any authority, power of attorney, direct or indirect representation appointment or similar instrument that a Carrier or broker requires in order to act, and for the terms on which it is granted.

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15. Importer of Record

15.1 DDP does not determine the Importer of Record. The identity of the Importer of Record is determined by the law of the destination jurisdiction and by the arrangements actually made for a Shipment. An election of DDP is a commercial allocation of Import Charges between the Merchant and its customer. It is not, and must not be treated as, a determination of who is the Importer of Record.

15.2 The Merchant is responsible for establishing, for each destination jurisdiction into which it elects DDP, who will act as Importer of Record, whether that person is eligible to do so, and what registration, establishment, representation, guarantee or authorisation that role requires. The DDP Jurisdiction Schedule records the position Tanqory has been advised of for each covered jurisdiction and is not a substitute for the Merchant's own determination.

15.3 Tanqory is not the Importer of Record. Tanqory does not act, and will not be recorded, as Importer of Record for any Shipment. The Merchant shall not name, nominate or permit the naming of Tanqory or any Tanqory affiliate as Importer of Record, declarant, consignee of record or duty payer on any customs declaration or transport document, and shall procure that no Carrier or broker does so.

15.4 If Tanqory or a Tanqory affiliate is named in any such capacity, whether by the Merchant, a Carrier, a broker or otherwise, the Merchant shall notify Tanqory immediately, shall take all steps to correct the position, and shall indemnify Tanqory under Section 23 in respect of it.

15.5 Where the consignee is the Importer of Record, the Merchant is responsible for making that position clear to the consignee before the sale is concluded, and for ensuring that any statement the Merchant makes about duties being paid is accurate in that context.

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16. Customs broker and declarant status

16.1 Where a customs broker is required or engaged, the broker acts for the person who appoints it. The Merchant is responsible for the appointment, the scope of authority granted, and the broker's charges.

16.2 Tanqory is not a customs broker, customs agent, freight forwarder or declarant in respect of any Shipment, and nothing in the DDP Terms or in the operation of the Platform appoints Tanqory as any of them.

16.3 The Merchant shall not represent to any person, including any Customs Authority or Carrier, that Tanqory holds any such status or acts in any such capacity.

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17. Estimated Import Charges

17.1 Amounts displayed by the Platform as import duties or import taxes are Estimated Import Charges. They are estimates only, are calculated from Customs Data supplied or confirmed by the Merchant and from third party tariff content, and are not binding on any Customs Authority.

17.2 Tanqory does not warrant that Estimated Import Charges will equal Assessed Import Charges, and gives no warranty as to the accuracy, currency or completeness of any tariff content, rate, threshold or rule used in the calculation.

17.3 An estimate may be unavailable for a Shipment. Where an estimate cannot be produced, the Platform will indicate that Import Charges may be assessed at destination.

17.4 Merchant disclosure obligation. The Merchant shall ensure that its storefront and its customer communications describe Import Charges accurately, identify estimated amounts as estimates where required, and comply with all applicable price indication, total price and consumer information laws in every jurisdiction in which the Merchant offers goods. The Merchant shall not represent that Tanqory guarantees, fixes or underwrites any Import Charge.

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18. Variance between Estimated and Assessed Import Charges

18.1 The Merchant acknowledges that Assessed Import Charges may exceed or fall short of Estimated Import Charges for reasons including reclassification, revaluation, currency movement, changes in rates or thresholds, origin determination, inspection, additional charges levied by a Carrier or broker, and error or omission in Customs Data.

18.2 The Merchant bears the variance. As between Tanqory and the Merchant, the Merchant bears the whole of any variance, in either direction, and Tanqory has no obligation in respect of it.

18.3 Under-collection. Where Assessed Import Charges exceed the amount the Merchant collected from its customer, the Merchant bears the shortfall. Whether the Merchant may recover any part of it from its customer is a matter between the Merchant and the customer and is governed by the Merchant's own terms of sale and by applicable consumer law. Tanqory will not collect any such amount from a customer on the Merchant's behalf.

18.4 Over-collection. Where Assessed Import Charges are less than the amount the Merchant collected from its customer, the Merchant is responsible for determining whether it is required to refund the difference to the customer under applicable law or under its own terms, and for making any such refund. Tanqory does not perform, arrange, adjudicate or fund any duty adjustment or duty refund to a customer.

18.5 No correction factor. Where the Platform records information about Assessed Import Charges, that information is used for reconciliation and investigation only. Tanqory does not apply, and the Merchant shall not request, any adjustment, calibration or correction factor to Estimated Import Charges derived from past variance.

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19. Refunds, returns and cancellations

19.1 Where a customer returns goods, cancels an order or exercises a statutory withdrawal right, the treatment of Import Charges is determined by the law of the destination jurisdiction and by the Merchant's own terms of sale.

19.2 The Merchant is responsible for handling and funding any refund to its customer, including any element representing Import Charges, and for making any claim for repayment, remission or drawback of Import Charges to which it may be entitled.

19.3 Tanqory does not make claims for repayment, remission or drawback, does not receive Import Charges, and does not hold funds representing Import Charges.

19.4 Any refund functionality in the Platform is limited by the evidence recorded for the order. The Merchant shall not represent to a customer that a refund of Import Charges is available where it is not.

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20. Delivery refusal, delay, seizure and abandonment

20.1 The Merchant bears the cost and consequence of a Shipment that is delayed, held, inspected, refused by the consignee, returned, abandoned, detained, seized, forfeited or destroyed, including Import Charges already incurred, storage, demurrage, return transport, disposal costs and any penalty.

20.2 The Merchant acknowledges that Import Charges may remain payable notwithstanding that goods are not delivered, are returned or are destroyed.

20.3 Tanqory has no obligation to intervene with a Carrier, a broker or a Customs Authority in relation to any such event, and any assistance Tanqory chooses to provide is given without acceptance of responsibility and does not create a course of dealing.

20.4 Delay caused by customs processes is not a failure of the Platform and is excluded from any service level commitment.

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21. Restricted and prohibited goods, sanctions and export control

21.1 The Merchant shall not use DDP in connection with goods whose export from the origin jurisdiction or import into the destination jurisdiction is prohibited or requires an authorisation the Merchant does not hold.

21.2 The Merchant shall comply with all applicable sanctions, export control, anti-money laundering and anti-corruption laws, and shall not ship to, or transact with, any sanctioned person, entity or territory.

21.3 The Merchant shall not describe, classify, value or route goods in a manner intended or likely to avoid a prohibition, restriction, licensing requirement, quota, sanction or Import Charge. Any such conduct is a material breach.

21.4 Tanqory may suspend or terminate the Merchant's access to DDP, and may refuse to transmit any Shipment, where Tanqory reasonably suspects a breach of this Section, without liability.

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22. Tanqory's role and disclaimers

22.1 Tanqory provides software. Tanqory provides checkout, calculation, data capture, workflow orchestration and shipping integration functionality as a software as a service platform. Tanqory is not a party to the sale between the Merchant and its customer.

22.2 In connection with DDP, Tanqory does not:

(a) act as merchant of record for the Merchant's sales to its customers; (b) act as the Merchant's payment intermediary, collect customer funds into a Tanqory payment account, or charge a transaction fee on the Merchant's sales; (c) act as Importer of Record, declarant, customs broker, customs agent or duty payer; (d) hold, collect, settle, advance or remit Import Charges; (e) provide a managed or guaranteed duties service, or underwrite any duty variance; (f) give tax, customs, classification, valuation, origin, regulatory or legal advice.

22.3 Nothing in the DDP Terms, in any Platform feature, in any documentation, or in any communication from Tanqory constitutes advice on which the Merchant may rely for any of the determinations reserved to the Merchant under the DDP Terms. The Merchant shall obtain its own professional advice.

22.4 No warranty. To the fullest extent permitted by applicable law, the DDP functionality is provided on an as-is and as-available basis, and Tanqory disclaims all warranties, express or implied, including any warranty of accuracy of tariff content, of merchantability, of fitness for a particular purpose, of regulatory compliance in any jurisdiction, and of uninterrupted or error-free operation.

22.5 No agency or partnership. Nothing in the DDP Terms creates an agency, partnership, joint venture, fiduciary relationship or employment relationship between Tanqory and the Merchant, and neither party may bind the other.

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23. Merchant indemnity

23.1 The Merchant shall indemnify, defend and hold harmless Tanqory, its affiliates, and their respective officers, directors, employees and contractors, from and against all claims, demands, proceedings, investigations, assessments, liabilities, losses, Import Charges, penalties, fines, interest, seizures, forfeitures, and costs including reasonable legal and professional fees, arising out of or in connection with:

(a) any Import Charge for which the Merchant is responsible under Section 4; (b) any inaccuracy, omission, misdescription or misdeclaration in Customs Data; (c) any tariff classification, country of origin, customs description, declared value or quantity determination; (d) any commercial invoice or customs document attributable to the Merchant under Section 11; (e) any breach of Section 21 or of any sanctions, export control, licensing or product regulatory requirement; (f) any claim by a customer of the Merchant relating to Import Charges, including any claim arising from a variance under Section 18 or a refund under Section 19; (g) any claim, assessment or proceeding by a Customs Authority, Carrier or broker in which Tanqory or a Tanqory affiliate is named as Importer of Record, declarant, duty payer, broker or agent in respect of a Shipment; (h) any goods that are refused, returned, detained, seized, forfeited, abandoned or destroyed; and (i) any statement made by the Merchant to a customer or to any authority about Tanqory's role, or about who bears Import Charges.

23.2 The indemnity in clause 23.1 applies whether or not the liability arises after termination. To the extent permitted by applicable law, and subject to clause 23.4, it is not limited by any cap on the Merchant's liability elsewhere in the Merchant Agreement.

23.4 The indemnity in clause 23.1 does not extend to any loss to the extent it is caused by Tanqory's own breach of these DDP Terms, or by Tanqory's negligence, fraud or wilful misconduct. Tanqory shall take reasonable steps to mitigate any loss to which the indemnity applies.

23.3 Tanqory shall notify the Merchant of any claim to which the indemnity applies, and the Merchant shall not settle any claim in a manner that imposes an obligation or admission on Tanqory without Tanqory's prior written consent, not to be unreasonably withheld. Tanqory may participate in the defence at its own cost, and may assume conduct of the defence where the claim involves a Customs Authority, a regulator, or an allegation against Tanqory's own status or conduct.

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24. Limitation of Tanqory's liability

24.1 To the fullest extent permitted by applicable law, Tanqory is not liable for:

(a) any Import Charge, or any variance between Estimated and Assessed Import Charges; (b) any penalty, interest, seizure, forfeiture or enforcement action by a Customs Authority; (c) any act or omission of a Carrier, customs broker, handling agent, tariff content provider or Customs Authority, including a failure by a Carrier to apply transmitted delivery terms; (d) any delay, detention, non-delivery, return, abandonment or destruction of goods; (e) any inaccuracy in tariff content, rates, thresholds or rules obtained from a third party; or (f) any loss of profit, revenue, business, goodwill, anticipated saving, or any indirect or consequential loss, however arising.

24.2 Subject to clause 24.3, Tanqory's aggregate liability arising out of or in connection with DDP, whether in contract, tort including negligence, breach of statutory duty or otherwise, is limited to the aggregate of the fees paid by the Merchant to Tanqory under the Merchant Agreement in the twelve (12) months preceding the event giving rise to the liability.

24.3 Nothing in the DDP Terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be limited or excluded.

24.4 The Merchant acknowledges that the allocation of risk in this Section and in Section 23 is a fundamental basis of the commercial bargain and is reflected in the fees charged.

24.5 The cap in clause 24.2 is the same cap that applies under the Merchant Agreement. It is stated here for clarity and does not create a second, cumulative cap.

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25. Governing law and jurisdiction

25.1 The DDP Terms are governed by and construed in accordance with the laws of Singapore, without regard to conflict of laws principles.

25.2 Any dispute arising out of or in connection with the DDP Terms shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with the SIAC Rules in force at the time. The seat of arbitration is Singapore, the tribunal shall consist of one (1) arbitrator, and the language of the arbitration is English.

25.3 Clauses 25.1 and 25.2 govern the contractual relationship between Tanqory and the Merchant. They do not, and cannot, displace the customs, tax, consumer protection or regulatory law of any destination jurisdiction, which applies to a Shipment according to its own terms.

25.4 Nothing in this Section deprives the Merchant of the protection of any mandatory provision of the law of the country in which the Merchant is established that cannot be derogated from by agreement.

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26. Covered jurisdictions

26.1 These DDP Terms apply only in respect of the legal regimes listed in the DDP Jurisdiction Schedule for this version.

26.2 The covered regime for this version is GLOBAL, meaning that these DDP Terms are offered on a worldwide basis, subject in every case to the exclusions in Section 5 of the DDP Jurisdiction Schedule.

26.2.1 The GLOBAL designation is not a representation that merchant-owned DDP is lawful or operable in every destination. Certain jurisdictions do not permit a person who is not established there to act as declarant or Importer of Record, and DDP is not available for those destinations. They are listed in Section 5 of the DDP Jurisdiction Schedule, which forms part of these DDP Terms and is updated as the position changes.

26.2.2 The Merchant remains responsible under Section 15 for determining, for each destination into which it ships, whether it may lawfully act in the role the arrangement requires. A Shipment tendered under DDP into an excluded destination is a breach of these DDP Terms.

26.3 The Merchant selects the covered regime GLOBAL at the time of acceptance. Jurisdiction is not inferred by Tanqory from the Merchant's network address, browser locale, store country, billing country, timezone or market configuration.

26.4 Election of DDP for a destination excluded by Section 5 of the DDP Jurisdiction Schedule is not permitted under this version.

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27. Electronic acceptance

27.1 These DDP Terms take effect between Tanqory and the Merchant when accepted electronically through the Platform by an individual authorised under clause 27.2.

27.2 Acceptance may be given only by an individual holding an owner or administrator role for the relevant store, who represents on acceptance that they are authorised to bind the Merchant.

27.3 On acceptance, Tanqory records the store, the version accepted, the covered regime selected, the time of acceptance and the identity of the accepting individual. The record is append-only and is retained in accordance with Section 29.

27.4 The Merchant agrees that an electronic acceptance recorded in accordance with this Section is admissible, binding and sufficient evidence of agreement, and shall not dispute its validity on the ground that it is in electronic form.

27.5 Acceptance is of a specific version. Acceptance of one version is not acceptance of any other.

27.6 The detailed treatment of acceptance, including authority to accept, the evidence recorded, retention, withdrawal and the effect of a change of ownership, is set out in the DDP Electronic Acceptance and Consent Terms, which form part of these DDP Terms.

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28. Amendment and re-acceptance

28.1 Tanqory may publish a new version of these DDP Terms. A new version does not vary the version a Merchant has accepted; it is a distinct set of terms.

28.2 Where a new version is published, the Merchant must accept it before continuing to elect or use DDP. Until the Merchant accepts the version in force, DDP is unavailable to the Merchant, and elections and Shipments on DDP terms will be refused.

28.3 A published version is not amended after publication. A correction is issued as a new version.

28.4 Tanqory will give the Merchant notice of a new version through the Platform or by email, together with the effective date and a summary of the change.

28.5 Shipments tendered while an earlier version was in force remain governed by that earlier version.

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29. Records and audit

29.1 Tanqory retains the acceptance record described in clause 27.3 for seven (7) years and will produce it to the Merchant on request.

29.2 The Merchant shall retain the records described in clause 5.4 and shall, on reasonable notice, provide Tanqory with such records and information as Tanqory reasonably requires to respond to a Customs Authority, a Carrier, a regulator or a claim to which Section 23 applies.

29.3 The obligations in this Section survive termination for the periods stated.

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30. Suspension, termination and survival

30.1 Tanqory may suspend or terminate the Merchant's access to DDP, in whole or in part, immediately on notice, where:

(a) the Merchant is in breach of the DDP Terms; (b) Tanqory reasonably suspects inaccurate Customs Data, misdeclaration, or a breach of Section 21; (c) a Carrier, Customs Authority or regulator requires it; (d) the version in force has changed and the Merchant has not accepted the new version; or (e) continued provision would in Tanqory's reasonable opinion expose Tanqory to material legal or regulatory risk.

30.2 The DDP Terms terminate automatically on termination of the Merchant Agreement.

30.3 Termination or suspension does not affect any Shipment already tendered, any Import Charge already incurred, or any obligation that accrued before it.

30.4 Sections 1.5, 4, 5.4, 5.5, 11, 15.3, 15.4, 18, 19, 20, 22, 23, 24, 25, 29, 31, 32, 33, 36, 38 and this Section survive termination.

30.5 The Merchant may cease electing DDP at any time under clause 3.3. Withdrawal of an acceptance does not extinguish any obligation in respect of a Shipment tendered while the acceptance was in force.

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31. Currency and exchange

31.1 Import Charges are assessed by a Customs Authority in the currency of the destination jurisdiction, and may be invoiced by a Carrier or broker in a further currency.

31.2 Estimated Import Charges may be calculated and displayed in a different currency from that in which Assessed Import Charges are ultimately assessed or invoiced.

31.3 The Merchant bears all exchange rate risk arising between the time an estimate is displayed, the time a customer pays, the time duty is assessed, and the time an invoice is settled. A difference attributable wholly or partly to exchange rate movement is a variance for the purposes of Section 18 and is borne by the Merchant.

31.4 Tanqory does not warrant any exchange rate used in producing an estimate, and any rate used is a reference rate obtained from a third party at a point in time.

31.5 Where the Merchant reimburses Tanqory under clause 4.3, the amount is payable in the currency in which Tanqory was charged, or in such other currency as Tanqory specifies at the rate applying on the date of Tanqory's demand, together with any conversion cost.

31.6 Interest accrues on any amount not paid when due under clause 4.3 at one and one half per cent (1.5%) per month, or the maximum rate permitted by applicable law if lower, from the due date until payment, before and after judgment or award.

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32. Anti-bribery and facilitation payments

32.1 The Merchant shall comply with all applicable anti-bribery and anti-corruption laws in connection with every Shipment, including those having extraterritorial effect.

32.2 The Merchant shall not make, offer, promise or authorise any payment or other advantage to any customs officer, port official, inspector, broker, agent or other person in order to secure, expedite or influence the clearance, release, classification, valuation, inspection or treatment of a Shipment, whether directly or through any Carrier, broker, agent or other intermediary.

32.3 Clause 32.2 applies to facilitation or grease payments, however described and however small, and applies whether or not such a payment is customary or is permitted by local practice.

32.4 The Merchant shall ensure that any Carrier, broker or agent it appoints is subject to equivalent obligations, and shall not appoint any person it knows or suspects would act contrary to this Section.

32.5 The Merchant shall notify Tanqory immediately on becoming aware of any request for, or making of, any such payment in connection with a Shipment.

32.6 Breach of this Section is a material breach, entitles Tanqory to suspend or terminate DDP immediately without liability, and is within the indemnity in Section 23.

32.7 This Section is to be read together with the Tanqory Anti-Corruption Policy, which continues to apply.

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33. Personal data in customs processing

33.1 A customs declaration requires personal data relating to the consignee and may require personal data relating to the Merchant's personnel, including names, addresses, contact details, and in some jurisdictions identification numbers.

33.2 In order to effect a Shipment, that data is disclosed to the Carrier, to any customs broker or agent, and to the Customs Authority of the destination jurisdiction and of any transit jurisdiction. Those recipients may be located outside the jurisdiction in which the data was collected, and may process it under their own legal obligations rather than on the Merchant's instructions.

33.3 The Merchant is the controller of that data in respect of its own customers. The Merchant is responsible for having a lawful basis for the disclosures in clause 33.2, for informing its customers of them, and for satisfying any transfer requirement that applies.

33.4 Tanqory processes such data as a processor on the Merchant's behalf in accordance with the Master Data Processing Agreement, save where Tanqory is required to process it to comply with its own legal obligation, in which case Tanqory acts as a controller for that purpose.

33.5 The Merchant acknowledges that a disclosure required by a Customs Authority cannot be withheld, restricted or reversed at the request of a data subject, and that a request for erasure does not extend to data a Customs Authority or a Carrier is required to retain.

33.6 Nothing in this Section limits the Master Data Processing Agreement, which prevails in the event of inconsistency.

33.7 This Section describes processing that is necessary to effect a Shipment. It does not vary the Master Data Processing Agreement or the Privacy Policy, and in the event of any inconsistency those documents prevail.

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34. Third parties engaged by Tanqory

34.1 Tanqory may engage third parties to provide tariff content, classification assistance, address validation, carrier connectivity and related functionality.

34.2 Tanqory remains responsible for the performance of the Platform functions it has undertaken to perform, subject to Section 24. Tanqory is not responsible for the accuracy of content supplied by a third party, and clause 24.1(e) applies.

34.3 Tanqory may change a third party provider at any time. Where a change materially alters the DDP functionality, Tanqory will give reasonable notice.

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35. Insurance

35.1 The Merchant shall maintain insurance appropriate to the nature and scale of its cross-border activity.

35.2 The Merchant acknowledges that cargo, transit or parcel insurance arranged through the Platform covers loss of or damage to goods only, and does not cover Import Charges, duty variance, customs penalties, seizure or forfeiture unless expressly stated in the cover.

35.3 Tanqory may request evidence of the insurance described in clause 35.1, and the Merchant shall provide it within a reasonable time of the request. Tanqory does not prescribe a minimum scope or limit of cover, and any request for evidence is not an assessment of whether the cover is adequate.

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36. Time limits for claims

36.1 The Merchant shall notify Tanqory of any claim arising out of or in connection with the DDP Terms within twelve (12) months of the date on which the Merchant became aware, or ought reasonably to have become aware, of the circumstances giving rise to it.

36.2 Any such claim not notified in accordance with clause 36.1, and any proceeding not commenced within twelve (12) months of the date of the event giving rise to it, is barred, save to the extent applicable law prevents the parties agreeing such a limit.

36.3 The Merchant acknowledges that Carriers and Customs Authorities impose their own, frequently shorter, time limits, and that the Merchant is responsible for observing them. A claim lost because a Carrier time limit expired is not a claim against Tanqory.

36.4 Clauses 36.1 and 36.2 apply equally to a claim by Tanqory against the Merchant, save that a claim under Section 23 or clause 4.3 arising from an assessment, penalty or proceeding brought by a Customs Authority may be notified within twelve (12) months of the date on which that assessment, penalty or proceeding was first notified to Tanqory. This exception exists because a Customs Authority may raise an assessment years after a Shipment, and neither party controls when it does so.

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37. Force majeure

37.1 Neither party is liable for failure or delay in performing an obligation under the DDP Terms to the extent caused by an event beyond its reasonable control, including act of God, natural disaster, epidemic, war, civil unrest, terrorism, industrial action, embargo, sanctions, border closure, customs system outage, failure of a Carrier or of transport infrastructure, or act of a governmental or customs authority.

37.2 The Merchant's obligation to pay Import Charges, to reimburse Tanqory under clause 4.3, and to indemnify under Section 23 is not suspended or excused by this Section. An event of the kind described in clause 37.1 may increase Import Charges or cause a Shipment to be delayed, detained or destroyed, and Section 20 governs who bears the consequence.

37.3 The affected party shall notify the other without undue delay and shall use reasonable endeavours to mitigate.

37.4 If an event continues for more than thirty (30) days, either party may suspend DDP for the affected lane on notice.

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38. Notices

38.1 Notice under the DDP Terms may be given by Tanqory to the Merchant through the Platform, or by email to the address held in the Merchant's account, and is deemed received on the earlier of the time it is displayed or accessed and twenty-four (24) hours after it is sent.

38.2 Notice by the Merchant to Tanqory shall be given to legal@tanqory.com, save that a notification required by clause 5.5, 13.3, 15.4, 32.5 or Section 13 of the Cross-Border Duties and Customs Merchant Policy may be given through the support channels Tanqory designates.

38.3 The Merchant shall keep the contact details in its account current. A notice sent to an out-of-date address held in the account is validly given.

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39. General

39.1 Severability and reading down. If any provision, or any part of a provision, is held invalid or unenforceable in any jurisdiction, it shall first be read down or modified only so far as necessary to make it valid and enforceable in that jurisdiction while preserving the parties' intention. Only if it cannot be so read down shall it be severed, in which case it is severed only for that jurisdiction and the remainder of the DDP Terms continues in full effect.

39.1.1 Mandatory law prevails. Nothing in the DDP Terms operates to exclude, restrict or modify any right, guarantee, warranty or remedy that applicable law provides and does not permit to be excluded, restricted or modified. Where any provision would otherwise have that effect, it applies only to the extent the law permits.

39.2 No waiver. A failure or delay in exercising a right is not a waiver of it.

39.3 Assignment. The Merchant may not assign or transfer the DDP Terms without Tanqory's prior written consent. Tanqory may assign to an affiliate or in connection with a reorganisation or transfer of business.

39.4 Third parties. Except for Tanqory affiliates and the persons indemnified under Section 23, no person who is not a party has any right to enforce the DDP Terms.

39.5 Entire agreement. The DDP Terms, together with the Merchant Agreement and the documents it incorporates, are the entire agreement between the parties in respect of their subject matter and supersede any prior statement or representation, save that nothing limits liability for fraudulent misrepresentation.

39.6 Language. The English version of the DDP Terms prevails over any translation.

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Appendix 1: Publication values required from counsel

Appendix 2: Counsel decisions embedded in this draft