The Conditions set down the basis on which the Company will store goods for the Customer. The Conditions may not be altered or varied in any way except by express agreement in writing signed by a Director of the Company, save for amendments made by the Company in accordance with Clause 17. The Conditions cannot and do not override any statutory provisions imposed by law or the application of any applicable international Conventions.
It is expressly stated to be the Customer’s responsibility to read and understand these Conditions, which will form the basis of the Contract under which any claims or disputes are settled. Customers are recommended to take professional advice if required.
1.1 Company means Cloud9 Fulfilment Limited, company number 12783581, registered office Unit 3 Kettlebridge Road, Sheffield, England, S9 3AJ (or its successors and assigns) and includes, unless the meaning otherwise requires, its agents, servants and sub-contractors.
1.2 Customer means the person (corporate or otherwise) who enters into a contract of warehousing or storage with the Company for the warehousing or storage of goods at premises controlled by the Company.
1.3 Contract means the Agreement between the Customer and the Company for the warehousing and/or storage of goods.
1.4 Sub-contractor means any person (corporate or otherwise) engaged by the Company to carry out warehousing and/or storage of goods on its behalf.
1.5 Dangerous Goods means goods of any nature included in the lists prepared pursuant to the Carriage of Dangerous Goods and Use of Transportable Pressure Equipment Regulations 2009 (as amended from time to time), the ADR (European Agreement concerning the International Carriage of Dangerous Goods by Road), and goods which represent a similar hazard, radioactive material, and explosives of any nature.
1.6 Day means any day Monday to Friday inclusive other than a Bank or Statutory Holiday, including the day on which the goods are delivered for storage and the day on which any claim or notice is first made.
1.7 Alternative Dispute Resolution means any procedure agreed by the parties for the resolution of disputes other than those involving formal arbitration or litigation.
1.8 Loss means (without limitation) theft, destruction, damage, unavailability, contamination, deterioration, non-delivery, mis-delivery, unauthorised delivery, non-compliance with instructions or obligations, or incorrect advice or information.
1.9 Goods means any article or articles, or merchandise whatsoever deposited with the Company for storage, including the packaging of such articles or merchandise and any equipment in or upon which the goods are stored or carried.
1.10 Effective Date means the date on which this Agreement is signed and completed by the Customer, unless otherwise stated in the Agreement.
1.11 Initial Term means a period of twelve (12) months commencing on the Effective Date, subject to renewal and termination as set out in Clause 16.
1.12 Owner’s Risk means certain goods may be accepted by the Company only at “Owner’s Risk”, meaning the Company shall not be liable for loss of or damage to such goods except where caused by the Company’s gross negligence or wilful misconduct.
1.13 Average Weekly Spend means the arithmetic mean of the total weekly charges (excluding any one-off, non-recurring kitting, or special project fees) paid by the Customer to the Company over the twelve (12) month period immediately preceding the date the notice of termination is served.
1.14 Authorised Representative means a Director of the Company or the specific Account Manager assigned to the Customer’s account.
1.15 Business Day means any day other than a Saturday, Sunday, or public or bank holiday in England and Wales.
1.16 Agreed Pricing Schedule means the Company’s current pricing for the Services as set out in the most recent quotation provided to the Customer by the Company (whether by email or via the Company’s sales portal), as varied in accordance with Clause 7.
1.17 Account Form means the document signed by the Customer which references and incorporates these Conditions (and, through them, the Data Processing Agreement).
2.1 The Customer contracts as the legal owner of the goods or as the authorised agent of such legal owner, in which case the Customer warrants that it has the authority to accept these Conditions on behalf of the legal owner. The Customer enters into this Agreement in the course of its business and not as a consumer, and acknowledges that the consumer protection provisions of applicable law do not apply.
2.2 The Company shall carry out its core warehousing and fulfilment services directly. The Company may sub-contract ancillary or overflow services, or services relating to storage, transport, or distribution, where this is operationally necessary.
2.3 The Company may not sub-contract the storage of Dangerous Goods without the prior written consent of the Customer.
2.4 Subject to the limitations in Clause 8, the Company shall be responsible for the acts and omissions of its agents, employees, and authorised sub-contractors.
2.5 Where part of the services has been sub-contracted, such sub-contractors shall have the benefit of these Conditions and shall be under no greater liability to the Customer than that of the Company.
3.1 The Company does not operate its own vehicle fleet. Outbound carriage of goods from the Company’s warehouse is performed by independent third-party carriers (including, without limitation, parcel couriers, pallet networks, and freight operators).
3.2 Carrier Selection. As a standard part of its fulfilment service, the Company shall select the outbound carrier for each shipment, using its commercial judgement based on factors including destination, weight, dimensions, service level, cost, and carrier availability. The Customer hereby authorises the Company to select and engage carriers on the Customer’s behalf for this purpose, without requiring specific authorisation for each individual shipment. Where the Customer wishes to mandate a particular carrier or service level, this must be agreed in writing in advance with an Authorised Representative and may be subject to additional charges.
3.3 Agency. In selecting and engaging carriers under Clause 3.2, the Company acts as agent for the Customer. The contract of carriage is formed between the Customer and the carrier on the carrier’s own standard terms and conditions. The Customer acknowledges that carrier terms vary, and that liability limits, exclusions, transit times, claims procedures, and optional insurance offered will differ between carriers.
3.4 End of Company Responsibility. The Company’s responsibility for the goods ends when the goods are loaded onto, or otherwise handed into the custody of, the third-party carrier. Any loss, damage, delay, mis-delivery, or non-delivery arising during transit (or thereafter) is the responsibility of the carrier and must be claimed by the Customer directly against the carrier under the carrier’s own conditions. The Company will, on reasonable request, provide the Customer with documentation (including proof of dispatch, weights, dimensions, and tracking references) to support such claims, but the Company shall not itself be liable for in-transit loss, damage, or delay.
3.5 No Warranty as to Carrier Performance. The Company does not warrant or guarantee the performance, reliability, transit times, or service quality of any third-party carrier. The Company’s selection of a carrier under Clause 3.2 reflects a reasonable commercial judgement at the time of dispatch and is not a recommendation, endorsement, or warranty.
3.6 Inbound Goods. Inbound goods received at the warehouse must be readily accessible for unloading and either securely loaded on UK standard 1200mm × 1000mm four-way entry pallets or loose-loaded such that unloading is manageable.
3.7 The Company reserves the right to rework non-compliant inbound loads and to charge the Customer at prevailing rates.
3.8 The Company will not be liable for any goods on an inbound or outbound vehicle other than those intended for, or dispatched from, the Company’s warehouse.
4.1 Dangerous Goods. The Customer shall not submit Dangerous Goods to the Company without full written details and the prior written agreement of the Company.
4.2 Prohibited Goods. The Company will not accept goods that are verminous, infested, contaminated, condemned, hazardous waste, or otherwise unsuitable.
4.3 Customer’s Obligations. The Customer shall ensure Dangerous Goods are packaged safely and shall indemnify the Company against all claims, losses, costs, and damages arising from any breach of this clause.
4.4 Company’s Rights. The Company may require the removal of any goods that become unsuitable for storage.
5.1 The Company may sign acknowledging receipt of the number of pallets or packages only; this is not evidence of the accuracy of contents, condition, or weight.
5.2 Collections or deliveries are carried out under the conditions of the relevant third-party carrier in accordance with Clause 3.
6.1 The Company’s responsibility for the goods commences when the Company takes physical control of the goods.
6.2 The Company’s responsibility ends when the Customer (or a person acting on the Customer’s behalf) takes control of the goods, or when the goods are loaded onto, or otherwise handed into the custody of, a third-party carrier in accordance with Clause 3.
6.3 Variations to the service may be requested by either party. Until any such variation is mutually agreed in writing with an Authorised Representative, the parties shall continue to perform their existing obligations.
7.1 The Customer shall pay charges in accordance with the Company’s Agreed Pricing Schedule.
7.2 Every three months, the Company will provide information on unclaimed returned items. The Customer shall have 14 days to instruct the Company on disposition of such items; failing such instruction, the Company may dispose of them at the Customer’s expense.
7.3 Charges for storage and incidental services are payable regardless of any claim the Customer may have against the Company.
7.4 Invoices must be paid in full within 7 days of issue. Payment shall not be withheld, deducted, or set off on account of any query, dispute, or alleged error. The Customer may raise queries in writing within 21 days of the invoice date; where the Company accepts that an error has been made, the Company shall issue a credit note or adjustment in the next invoice cycle. Late payments shall incur interest at 8% above the Bank of England base rate and a £75 administration fee per invoice. Nothing in this clause shall reduce the Company’s entitlement to statutory interest and fixed sum compensation under the Late Payment of Commercial Debts (Interest) Act 1998 where that Act would provide the Company with a greater remedy.
7.5 The Company holds a general lien over all goods in its possession for any sums owed by the Customer.
7.6 Discretionary Rate Changes. In addition to the scheduled adjustment in Clause 7.7, the Company may increase charges upon 30 days’ written notice to reflect material increases in its underlying costs of providing the services. A discretionary increase under this Clause 7.6 shall constitute a material change for the purposes of Clause 17, and the Customer’s rights under Clause 17.3 shall apply.
7.7 Scheduled Annual Rate Adjustment. With effect from 1st January each year, the Company may increase rates by up to (a) 5% per annum, or (b) the annual percentage increase in the Consumer Prices Index (CPI) published by the Office for National Statistics for the most recent twelve-month period available, whichever is higher. Such increases do not constitute a material change for the purposes of Clause 17.
7.8 Other charging provisions:
7.8.1 The Company shall provide an invoice for fulfilment services used.
7.8.2 The Company shall keep account records necessary for the calculation of charges.
7.8.3 The Company shall allow the Customer access to such records on reasonable request.
7.8.4 The Customer agrees to pay the minimum weekly storage fee as set out in the Agreed Pricing Schedule.
7.8.5 Kitting projects: full payment shall be required prior to commencement.
7.9 All charges are exclusive of VAT and any other applicable taxes or duties, which shall be payable by the Customer in addition at the prevailing rate.
8.1 The Company shall not be liable for indirect or consequential loss (including loss of profit or reputation) or for loss arising from natural events, war, theft from third parties, or errors made by the Customer.
8.2 LIMIT OF LIABILITY — IMPORTANT. The Customer’s attention is specifically drawn to this clause. The Company’s liability for any loss, damage, or delay to goods in storage is limited to £100 per tonne of the gross weight of the affected goods. The Customer acknowledges that this limit may be substantially less than the value of the goods, and that it is the Customer’s responsibility to arrange appropriate insurance under Clause 9.3.
8.3 The Company is not responsible for the first 0.5% of shrinkage on stored goods.
8.4 Nothing in this Agreement shall limit or exclude the Company’s liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot lawfully be limited or excluded. The limits in this Clause 8 and in Clause 9 are in all cases subject to this Clause 8.4.
8.5 The Company may, at its discretion and on written notice, accept certain goods only at Owner’s Risk (as defined in Clause 1.12). In respect of goods so accepted, the Company shall not be liable for loss or damage except to the extent caused by its gross negligence or wilful misconduct.
9.1 The Company’s liability for goods in storage is limited to £100 per tonne, as set out in Clause 8.2.
9.2 Save as provided in Clauses 9.2A and 9.2B, the limits in Clauses 8 and 9 apply to the aggregate liability of the Company arising under or in connection with this Agreement.
9.2A In respect of any liability of the Company arising under or in connection with this Agreement that does not consist of physical loss of or damage to Goods (including, without limitation, claims for pure economic loss, service failures and data protection matters), the limit in Clause 8.2 shall not apply, and the Company’s total aggregate liability for all such claims shall not exceed the greater of (a) the total charges paid or payable by the Customer under this Agreement during the six (6) months immediately preceding the first event giving rise to the claim; and (b) £1,000.
9.2B Liability arising under or in connection with the Cloud9 Data Processing Agreement is governed by the limitation of liability set out in that agreement, and not by this Clause 9.
9.3 The Customer is responsible for arranging and maintaining insurance cover for the full replacement value of the goods throughout the period of storage. The Company’s £100 per tonne liability cap is not a substitute for insurance, and the Customer is strongly advised to consult an insurance broker if uncertain about the level of cover required.
10.1 Claims for any loss, damage, or delay must be notified in writing to the Company: (a) in the case of loss or damage that is apparent on reasonable inspection, within 7 Business Days of the Company’s responsibility ending; and (b) in the case of loss or damage that is not so apparent, within 21 Business Days of the date on which the Customer became aware, or ought reasonably to have become aware, of the loss or damage. Failure to notify within the applicable period shall extinguish the claim.
11.1 The Customer shall pay all charges when due and shall cooperate fully with the Company in the performance of the services.
11.2 The Customer shall provide accurate and complete information regarding the goods, including quantities, dimensions, weight, and any special handling requirements.
11.3 The Customer shall ensure that all goods are properly packaged, labelled, and fit for storage and onward dispatch.
11.4 The Customer shall indemnify and keep the Company indemnified against all losses, damages, liabilities, claims, fines, costs and expenses (including reasonable legal fees) suffered or incurred by the Company arising out of or in connection with: (a) the Goods; (b) any breach by the Customer of this Agreement or of the warranties given by it under Clause 11.5; and (c) any third-party claim relating to the Goods or to the Customer’s instructions.
11.5 The Customer warrants and undertakes that all Goods: (a) are lawfully owned by the Customer or that the Customer is duly authorised to deal with them; (b) comply with all applicable laws, including product safety, labelling and marking requirements (including UKCA or CE marking where applicable); (c) are safe and fit to be stored, handled and shipped; and (d) do not infringe the intellectual property rights of any third party. The Customer shall indemnify and keep the Company indemnified against all losses, claims, liabilities, fines, costs and expenses arising from any breach of this warranty or from any third-party claim relating to the Goods.
12.1 Goods are held under a general lien for any unpaid sums owed by the Customer to the Company.
12.2 Sale of Goods Subject to Lien.
12.2.1 If any sums remain unpaid 14 days after the Company has issued a written final demand for payment, the Company may exercise its rights under the Torts (Interference with Goods) Act 1977 to sell or otherwise dispose of the goods.
12.2.2 Before selling, the Company shall give the Customer not less than 28 days’ written notice of its intention to sell, which notice shall specify:
(a) the name and address of the Company; (b) the place where the goods are held; (c) the sums owed and any related charges; (d) the date on or after which the Company intends to sell.
12.2.3 The Company shall sell the goods by such method as it reasonably considers will obtain the best price reasonably obtainable, which may include public auction or private sale.
12.2.4 The Company shall apply the proceeds first to the costs of sale, then to the sums owed by the Customer, and shall account to the Customer for any surplus.
12.2.5 Goods which the Company reasonably considers to be of nominal or no commercial value, or which cannot be sold despite reasonable efforts, may be disposed of at the Customer’s expense following the same notice procedure.
13.1 Disputes shall be resolved through good-faith negotiation between the parties; failing resolution, through Alternative Dispute Resolution; and failing that, through final and binding arbitration. Any such arbitration shall be seated in London, with the physical venue or hearings to be held in Sheffield or remotely, conducted in the English language before a single arbitrator, and administered in accordance with the Arbitration Rules of the Chartered Institute of Arbitrators in force at the relevant time. Nothing in this clause prevents either party from applying to a court of competent jurisdiction for interim or injunctive relief, nor prevents the Company from bringing court proceedings (including statutory demands or claims in the County Court) for the recovery of any undisputed sums due under this Agreement.
14.1 Any notice or other communication under this Agreement shall be in writing and sent by email: (a) to the Company, at service@cloud9fulfilment.co.uk; and (b) to the Customer, at the email address stated in the Account Form; or in each case to such other address as the recipient notifies to the other in writing.
14.2 A notice sent by email under Clause 14.1 shall be deemed received at 9:00 am on the second Business Day after sending, provided no delivery failure notification is received by the sender. As a backstop, notices may also be served by recorded delivery post to the registered office of the recipient, in which case they shall be deemed received two Business Days after posting. Both parties shall use reasonable endeavours to acknowledge receipt of notices, but the absence of acknowledgment shall not invalidate a notice properly served.
14.3 This clause does not apply to the service of legal proceedings, which shall be governed by the relevant rules of court.
15.1 “Confidential Information” means all non-public information disclosed by one party to the other in connection with this Agreement, whether marked as confidential or which a reasonable person would treat as confidential, including pricing, customer lists, operational processes, and inventory data.
15.2 Both parties shall keep Confidential Information confidential during the term of the Agreement and for a period of two (2) years after termination, and shall not use it other than for the performance of this Agreement.
15.3 The obligations in this clause do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was lawfully known to the receiving party prior to disclosure; (c) is independently developed without use of the disclosing party’s information; or (d) is required to be disclosed by law, court order, or regulatory authority.
16.1 This Agreement commences on the Effective Date and continues for the Initial Term.
16.2 Termination at the end of any term requires 90 days’ written notice prior to the end of that term.
16.3 Following the Initial Term, the Agreement shall automatically renew for successive 12-month periods unless terminated in accordance with Clause 16.2.
16.4 Either party may terminate this Agreement immediately by written notice if the other party:
(a) commits a material breach of the Agreement which, if capable of remedy, has not been remedied within 30 days of written notice requiring remedy; or (b) becomes insolvent, enters administration, has a receiver or liquidator appointed, makes any voluntary arrangement with its creditors, or ceases (or threatens to cease) to trade.
For the purposes of this clause, “material breach” includes (without limitation): persistent failure to pay invoices when due, repeated breach of Clause 4 (Dangerous and Prohibited Goods), breach of confidentiality, or any conduct that exposes the other party to legal or regulatory liability.
16.5 Customer-Initiated Termination — Minimum Spend Commitment.
16.5.1 Where the Customer initiates termination, the Customer shall during the 90-day notice period spend with the Company no less than 80% of their Average Weekly Spend (as defined in Clause 1.13). If actual spend falls below this threshold in any week, the Company may invoice the Customer for the shortfall. This Clause 16.5 shall not apply where the Customer terminates under Clause 16.4 (termination for the Company’s material breach or insolvency) or under Clause 17.3 (objection to a material change).
16.5.2 The parties acknowledge and agree that this provision reflects the Company’s legitimate commercial interests, including:
(a) the recovery of allocated fixed costs, including dedicated warehouse space, staff capacity, and IT and warehouse management system resources reserved for the Customer’s account; (b) the operational and resource planning required to manage an orderly wind-down without disruption to other customers; (c) the costs of offboarding activities, including system decommissioning, final stock reconciliation, returns processing, and account closure; (d) the typical 60–90 day lead time required to onboard a replacement customer to backfill the lost revenue and overhead recovery.
16.5.3 The Customer acknowledges that this clause represents a genuine pre-estimate of the Company’s loss arising from premature termination and is not intended as a penalty.
17.1 The Company reserves the right to amend these Terms; continued use of the Company’s services constitutes acceptance.
17.2 Material changes require 30 days’ written notice.
17.3 If the Customer objects to a material change, the Customer may provide 60 days’ written notice to terminate. For the avoidance of doubt, scheduled annual rate adjustments made in accordance with Clause 7.7 shall not be deemed a “material change” and do not grant the Customer any right of termination under this Clause 17.3.
18.1 Neither party shall be liable for failure to perform its obligations to the extent that such failure is due to events beyond its reasonable control, including (without limitation) acts of God, pandemics, war, civil disturbance, fire, flood, industrial action, and failures of utilities or telecommunications infrastructure.
18.2 If a force majeure event continues for a continuous period of more than 60 days, either party may terminate this Agreement on written notice to the other, without liability arising solely from such termination.
18.3 Nothing in this clause excuses the Customer from any obligation to pay sums that have already fallen due.
19.1 Cloud9 is a registered member of the Fulfilment House Due Diligence Scheme (FHDDS).
19.2 The Customer shall, on a continuing basis, provide the Company with all information required for the Company to comply with its FHDDS obligations, including (but not limited to):
(a) full legal name, registered address, and contact details; (b) UK VAT registration number (where applicable); (c) EORI number (where applicable); (d) details of all goods imported into the UK that will be stored; and (e) prompt written notification of any change to the above.
19.3 The Customer warrants that all information supplied under this clause is accurate, complete, and up to date.
19.4 The Company may suspend services or terminate the Agreement immediately on written notice if the Customer fails to provide required information, supplies inaccurate information, or if HMRC raises material concerns regarding the Customer’s compliance.
19.5 The Customer indemnifies the Company against all penalties, losses, and costs arising from the Customer’s non-compliance with the FHDDS regime.
20.1 Both parties shall comply with all applicable data protection legislation, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018 (in each case as amended from time to time).
20.2 Framework Agreement. In relation to any personal data processed by the Company on behalf of the Customer (including end-customer fulfilment data such as recipient names and delivery addresses), the parties agree to govern such processing strictly under the terms of the Cloud9 Data Processing Agreement.
20.3 Incorporation by Reference. The Customer expressly acknowledges and agrees that the Cloud9 Data Processing Agreement hosted publicly at https://www.cloud9fulfilment.co.uk/legal/dpa (as updated from time to time, with the version in force at the Effective Date applying to this Agreement) is fully incorporated into, forms an integral part of, and is supplemental to these Conditions. By signing the Account Form, accepting these Conditions, or otherwise continuing to utilize the Company’s Services, the Customer expressly accepts and agrees to be bound by the terms of the hosted Data Processing Agreement.
20.4 Conflict. The terms of the incorporated Data Processing Agreement shall prevail over this Clause 20 and any other provision of these Conditions in the event of any conflict or inconsistency relating specifically to the processing of personal data.
21.1 This Agreement shall be governed by and construed in accordance with the laws of England and Wales. Subject to the arbitration provisions in Clause 13, the parties submit to the exclusive jurisdiction of the English courts.
22.1 If any provision of this Agreement is held by a competent authority to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The parties shall negotiate in good faith to replace any such provision with one that is valid, enforceable, and reflects the original commercial intent.
23.1 This Agreement, together with the Agreed Pricing Schedule and the signed Account Form, constitutes the entire agreement between the parties and supersedes all prior discussions, representations, and agreements (whether oral or written) relating to its subject matter.
23.2 Each party acknowledges that it has not relied on any statement or representation not expressly set out in this Agreement, save in respect of fraud or fraudulent misrepresentation.
24.1 The Customer may not assign, transfer, charge, or sub-contract any of its rights or obligations under this Agreement without the prior written consent of the Company (such consent not to be unreasonably withheld).
24.2 The Company may assign or transfer its rights and obligations to any successor in business or group company on written notice to the Customer.
25.1 A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of it, except that authorised sub-contractors of the Company shall be entitled to the benefit of Clause 2.5.
