ATTACHMENT D – EVRIWHERE TERMS

1  DEFINITIONS

In this Attachment D, the terms defined in Annex 1 to this Attachment D shall have the meanings set out therein.

2  PARCEL AND PARCEL REQUIREMENTS

2.1         The Client shall ensure that all Parcels are notified to Evri in accordance with the Integration Guide and have labels and barcodes that comply with the Integration Guide.

2.2        Parcel & Packaging Requirements

2.2.1     The Client shall ensure that the Parcels and the goods contained therein are provided to Evri in such a way so that no payment of duties by Evri shall be needed.

2.2.2     The Client shall ensure that the Parcels and the goods contained therein shall not be prohibited for sending to the Import Territory according to any of the UPU Requirements.

2.2.3     The Client shall indemnify, keep indemnified and hold harmless Evri on demand from any cost, claim, expense or liability Evri incurs as a consequence of any failure of the Client to comply with the UPU Requirements in respect of Parcels to be delivered by Evri as part of the Services.

2.3        Dangerous Goods

The Client shall not use the Service for transporting or delivering Dangerous Goods unless Evri has specifically agreed to carry such Dangerous Goods in accordance with Clause 2.10 of the General Terms (and in which case, Clause 2.11 of the General Terms shall apply, and the Client specifically acknowledges and agrees that in such case the Applicable Law which the Client is responsible for complying with shall include the IATA Dangerous Goods Regulations).

2.4        Security

2.4.1     The Client shall ensure that Parcels to be transported by Evri by air pursuant to the Services shall not contain any Dangerous Goods or Prohibited Item and warrants and certifies by tendering a Parcel to Evri that the Parcel does not contain any Dangerous Goods or Prohibited Item. Evri shall impose a surcharge of £100 per Parcel that contains Dangerous Goods or Prohibited Items.

2.4.2     The Client must give Evri a full description of the contents of each Parcel within the Prealert Note. The liability of the Client is not extinguished by providing this information.

2.4.3     Parcels may be subject to security screening which could include the use of X-ray equipment and the Client accepts that the contents of Parcels may be examined in transit for security reasons.

2.4.4     The Client acknowledges that all Parcels are packaged by it or its suppliers and not Evri, and the Client warrants that all Parcels are packaged in secure premises using reliable staff employed by the Client and that the Parcels have been safeguarded against unauthorised interference during preparation, storage and transportation immediately prior to hand over by the Client to Evri.

2.5        Information

2.5.1     The Client shall provide the following information for each shipment of Parcels that are to be subject to the Services:

(a)          number of cartons, collars or pallets;

(b)         detailed description and quantity of goods (including value);

(c)          the relevant HS Code;

(d)         EORI number; and

(e)          any other information reasonably required by Evri to provide the Services.

2.5.2     For Parcels to be sent for Delivery outside the European Union the following information shall be provided in addition to that set out in Paragraph 2.5.1 above:

(a)          a declaration of origin;

(b)         the delivery address, email address and telephone number of the recipient of each Parcel; and

(c)          the weight of each Parcel.

2.5.3     Notwithstanding the foregoing, Evri may by written notice to the Client alter any of the above processes and requirements (including by requiring the provision of further information) at any time in order to ensure compliance with any legal, regulatory or operational requirements. The Client shall indemnify, keep indemnified and hold harmless Evri on demand from any cost, claim, expense or liability Evri incurs as a consequence of any failure of the Client to comply with this Paragraph 2.5, or of any error or omission in the information provided by or on behalf of the Client.

2.6        Customs and Duty Requirements

2.6.1     Prior to the commencement of the Services, the Client shall provide Evri with a Letter of Appointment. The Letter of Appointment will in respect of the Services:

a)           set out whether Evri (or the Customs Representative (as applicable)) acts as the Client’s direct or indirect representative (or other representative role) in respect of the export of Parcels from the Export Territory;

b)           set out whether Evri (or the Customs Representative (as applicable)) acts as the Client’s direct or indirect representative (or other representative role) in respect of the import of Parcels into the Import Territory; and

c)           set out who will act as the Exporter of Record, and who will act as the Importer of Record.

2.6.2     Evri will not provide the Services in respect of Parcels that are of High Value, except where:

a)           Evri has agreed in writing that it will do so; and

b)           the Client has provided Evri with a Power of Attorney.

2.6.3     The Client hereby expressly grants Evri and/or its agent full authority to disclose a copy of the Letter of Appointment and/or the Power of Attorney (as applicable) to any relevant customs authority as may be required from time to time in the course of Evri providing the Services to the Client.

2.6.4     By entering into the Contract, the Client hereby expressly grants Evri full authority, at its sole discretion and as necessary, to select a licensed customs broker to act as Client’s agent to be responsible for carrying out customs clearance of Parcels out of any Export Territory and/or into any Import Territory (“Customs Representative”). Client further authorises Evri and/or the Customs Representative to act on Client’s behalf as agent for the purpose of corresponding and transacting business (such as (without limitation) making relevant customs declarations) with customs or taxation and revenue authorities (in any Export Territory and/or any Import Territory) to clear Parcels shipped as part of the Services, and to pay all duties, taxes, tariffs, levies and other customs charges and expenses on Client’s behalf as its duly appointed agent. Client further authorises and expressly permits Evri and/or the Customs Representative to have and use any information related to the Client and its Parcels and/or products which (in Evri’s reasonable opinion) is necessary for international processing and shipment of the Parcels, including (without limitation) customs clearances. The Client shall be liable for any duties, taxes, levies, or other customs charges which Evri or the Customs Representative (as invoiced to Evri) incurs in the provision of services connected to or forming part of the Services (except where the applicable Incoterm is DAP and such costs have been duly paid in full by the relevant Customer), and the Client shall indemnify, keep indemnified and hold harmless Evri on demand from any such costs.

2.6.5     The Client acknowledges and agrees that for the purpose of the Services:

(a)          the applicable origin Incoterm will be either FCA or EXW (as agreed between the parties, or such other Incoterm as agreed between the parties); and

(b)         the applicable destination Incoterm will be either DAP or DDP (as agreed between the parties, or such other Incoterm as agreed between the parties).

2.6.6     Where agreed between the Parties, Evri may utilise a “DAP-DDP Solution” whereby:

(a)          the Client provides the Parcel to Evri as DAP and notifies Evri of the quantum of the import tax and any customs duties due; and

(b)         Evri collects such import tax and customs duties directly from the relevant Customer and pays those to the tax authority in the relevant Import Territory in time for the Parcel to be delivered as though it was DDP (but the applicable destination Incoterm shall remain DAP).

Should the Customer fail to pay those amounts set out in sub-Paragraph (b) above within the timeframe stipulated to it, then Evri shall be entitled to (at its sole discretion):

(a)          return the Parcel to the Client (for which an Undeliverable surcharge will be payable); or

(b)          destroy the Parcel (and the Client shall be liable for any costs incurred by Evri in the destruction of the Parcel).

2.6.7     Without limitation to Paragraph 2.5 above, the Client shall promptly, and prior to providing any relevant Parcel to Evri:

(a)          provide Evri with complete and accurate information, documents, licences, permits or approvals in respect of such Parcel which may be required by any customs or tax authority in the Export Territory and/or the Import Territory; and

(b)         accurately complete all documentation necessary and affix any necessary documents to such Parcel so as to allow Evri to perform the Services without any interruption or delay caused by failure to comply with any relevant customs and duty requirements.

Evri will not be liable for any taxes or duty payable resulting from any failure of the Client to comply with sub-Paragraphs (a) and (b) above.

2.6.8     Without prejudice to Paragraph 2.6.7 and the Client’s sole responsibility for the accuracy of all information to be provided to any customs authority, the Client acknowledges and agrees that Evri shall utilise the Customs Code Software to check and confirm the accuracy of the HS Codes provided by the Client. If and to the extent that the Customs Code Software detects any inaccuracies in the HS Codes provided by the Client, the Client hereby authorises Evri to amend such HS Codes in line with the recommendation. In the event that the change to any HS Code gives rise to an increase in any fees, charges, taxes, tariffs, duties, levies, penalties, fines, sanctions or other costs and expenses, the Client hereby:

(a)          acknowledges that such costs shall be charged to the Client by Evri; and

(b)         agrees to pay any and all such costs to Evri upon receipt of the relevant invoice.

For the avoidance of doubt, Evri shall not be liable to the Client or any third party for any inaccuracies in the HS Codes submitted to any customs authority as part of providing the Services to the Client and nothing in this Paragraph 2.6.8 shall create any obligations on Evri in respect of the accuracy of HS Codes submitted to any customs authority, which shall remain the sole responsibility of the Client pursuant to Paragraph 2.6.7(a) above.

2.6.9     The Client shall be liable for any customs penalties, import duties, taxes (including but not limited to VAT), storage charges or other expenses that Evri, any licensed customs broker/Customs Representative, agent or Sub-Contractor may incur as a result of the actions of customs or other governmental authorities or any failure of the Client to receive or provide proper documentation and/or to obtain any required license or permit. Any such payments made by Evri, any Customs Representative, agent or Sub-Contractor will be charged to the Client or the receiver of the Parcel (as the case may be according to the circumstances).

2.6.10   The Client shall be solely responsible for notifying Evri of any applicable Trade Agreement which may impose additional requirements or obligations on the Client in relation to the export of Parcels from the Export Territory and/or the import of Parcels into the Import Territory, including (without limitation) any requirements or obligations which the Client will require Evri or its third party customs agent to comply with in relation to the performance of the Services. Evri may, at its sole discretion, accept or reject any such additional requirements or obligations, and where Evri rejects such additional requirements or obligations, Evri shall not be required to carry them out. The Client acknowledges and agrees that any additional costs and expenses which Evri or any Customs Representative incurs in connection with complying with such requirements or obligations shall be charged to the Client or the relevant Customer (as the case may be according to the circumstances and the applicable Incoterm).

2.6.11   Evri will use reasonable endeavours to expedite customs clearance formalities. Evri shall not be liable for any delays, losses or damage caused by unforeseen actions from customs officers or other governmental authorities, or any other customs delays that are outside of its control.

2.6.12   If any of the Client’s Parcels are Dual-Use Items or Bonded Goods, the Client hereby undertakes to notify Evri of the same prior to providing the relevant Parcels to Evri. Upon receipt of a notice from the Client pursuant to this Paragraph 2.6.12, Evri shall carry out an assessment of the relevant Dual-Use Items or Bonded Goods and the Client hereby undertakes to provide Evri, upon Evri’s request, with any and all information, documents, licences, permits, approvals and/or consents which may be required by Evri in respect of such Dual-Use Items or Bonded Goods (as applicable). Upon completion of Evri’s assessment under this Paragraph 2.6.12, Evri reserves the right (in its sole and absolute discretion) to either:

(a)          elect to carry the Dual-Use Items or Bonded Goods (as applicable) as part of the Services, provided that such carriage shall be on, and subject to, the terms and conditions of the Contract and any additional conditions which Evri may impose upon such carriage (acting reasonably in its absolute discretion); or

(b)         elect to reject carriage of the Dual-Use Items or Bonded Goods (as applicable), without incurring any liability whatsoever to the Client in respect thereof.

2.6.13   The Client shall fully and effectively indemnify and hold harmless Evri on demand from any and all losses, costs, claims, proceedings, demands, fines, sanctions, penalties, expenses (including any and all legal costs (calculated on a full indemnity basis) and all other professional costs and expenses), or liability incurred by Evri as a direct or indirect result of (i) any failure of the Client to comply with the provisions of this Paragraph 2.6; (ii) any action taken by Evri or information submitted by Evri on the Client’s behalf in accordance with this Paragraph 2.6; and (iii) any customs, duty or VAT applicable in relation to the Parcels and the performance of the Services in respect thereof by Evri.

2.6.14   Where applicable, the Client shall ensure that it meets the Minimum Weight Requirement for each clearance, as stipulated in the Rate Card within the Trading Agreement. The Client shall pay the Minimum Weight charge detailed in the Rate Card within the Trading Agreement where they fail to meet the Minimum Weight Requirement for each clearance.

2.6.15   Where Evri, acting as the customs agent, and/or the Customs Representative requires further information from the Client due to a request from the customs authorities and/or border forces, the Client shall respond to such request for information within 24 hours of notification. The Client is liable for any storage charges incurred by customs authorities and/or border forces for failure to respond within the above timeframes and shall indemnify and hold harmless Evri from any damage, claim, loss, liability or expense it incurs as a consequence of a breach of this clause 2.6.15.

2.6.16   Where requested, the Client shall without undue delay provide Evri with a copy of the commercial invoice applicable for the Parcels required for clearance. The Client authorises Evri and/or the Customs Representative to share the commercial invoice with the customs authorities for inspection.

2.6.17 Should the Client be subject to any penalties or sanctions from any customs authority during the Term of the Contract, the Client must immediately notify Evri and provide details of the same (to the extent permitted by law).

3 Charges & Payments

3.1         Subject to any variation of the Rates pursuant to Clause 5 of the General Terms and Paragraph 5 below, the Charges shall (unless agreed otherwise) be calculated each Invoice Period by:

3.1.1     multiplying the number of Parcels scanned into the Injection Hub by Evri or any Sub-Contractor that are the subject of a Delivery by the Rates applicable to those Parcels as set out in the Trading Agreement;

3.1.2     multiplying the number of Returns scanned into the Injection Hub by Evri or any Sub-Contractor by the Rate for Returns; and

3.1.3     multiplying the number of D Surcharges by the number of applicable events in respect of which the D Surcharges are payable according to the relevant Territory.

For the avoidance of doubt, the aggregate of the values calculated pursuant to Paragraphs 3.1.1 to 3.1.3 (inclusive) in any Invoice Period shall be the Charges for that Invoice Period.

3.2         For the avoidance of doubt, the Rates do not include any charge for collection of Parcels, which shall be payable in addition where applicable, unless otherwise specified in the relevant “tariff notes” to the Trading Agreement.

3.3         Where the Client requires use of Evri’s ‘Duties and Tax account’, and Evri agrees to such usage, the Client will comply with all reasonable requests by Evri in respect of such use, and such use shall incur a service charge payable to Evri calculated as a sum equal to 4% of the relevant sums.

3.4         Invoices shall be raised on an Invoice Period basis as set out above in the Trading Agreement, and the Client shall pay the Charges that are the subject of any invoice without deduction or set off within the period as set out above in the Trading Agreement from the invoice date in question by BACS electronic payment method provided that any sum not paid within such a period shall be subject to late payment interest (after as well as before judgment) at the rate of 7% above the base rate of the Bank of England from the due date of payment to the date of actual payment.

4 Rates & Compensation

4.1         All Parcels shall be subject to charging from the point of being scanned into the network.

4.2         Parcels to be subject to Returns from the Territories set out in the Trading Agreement shall be charged according to the Rates set out in the Trading Agreement.

4.3         The D Surcharges for applicable events in respect of which the D Surcharges are payable are set out in the Contract.

4.4        Parcels to be subject to the Services shall be charged as follows (unless the Rates set out in the Trading Agreement specifically provide otherwise (including where alternative volumetric weight calculations are specified)):

4.4.1     (subject to clause 5.2) the per Parcel rate for the relevant Import Territory set out in the Trading Agreement; or

4.4.2     where the Services include the transportation of Parcels by air and the rate card in the Trading Agreement contains rates both per kilo and per Parcel:

(a)          each per kilo rate set out in the Trading Agreement (the “Kilo Rate”) will be applied to the higher of (i) the Volumetric Weight; and (ii) the Gross Weight of the relevant Parcel. Notwithstanding any other right to review the Rates set out herein, any Kilo Rate shall be subject to change on notice by Evri to reflect the changes in the costs Evri incurs in air cargo transportation; and

(b)         each per Parcel rate set out in the Trading Agreement for the relevant Import Territory will be applied according to the Gross Weight of each Parcel and, where applicable, the Geographic Area in which each Parcel is to be Delivered.

4.5         In the event that, for any Parcel, the Client does not pre-advise a weight or pre-advises a weight of “0” then Evri shall be entitled to either:

4.5.1     charge the relevant Parcel according to the Rate for a 5kg Gross Weight Parcel as applicable to the relevant Import Territory; or at its sole discretion,

4.5.2     weigh and/or measure the relevant Parcel and charge the Rate applicable for higher of the Gross Weight and the Volumetric Weight for the relevant Import Territory.

4.6         In the event that a label on a Parcel has prevented successful first time sortation, including without prejudice to the foregoing because it has been defaced, obscured, has an unscannable barcode, additional conflicting barcodes or the label printed reflects too much light [shiny], then Evri or its Sub-Contractors may re-label the Parcel and impose an additional surcharge of £0.65 (65p) against the Parcel in question.

4.7         In the event that the packaging of a Parcel is in Evri’s reasonable opinion unfit for international transportation then Evri (or its appointed Sub-Contractor) may re-package the Parcel so that the contents are secure for transit. The Client shall be liable for any repackaging surcharge levied by Evri’s appointed Sub-Contractor.

4.8         If the Client submits data for a Parcel to Evri which contains data errors, such as incorrect postcode formats, incorrect HS codes, or any other data error which requires amendment to enable shipment, Evri may amend such errors and shall be entitled to invoice an additional fixed charge of £0.35 (35p).

5  Variation of Rates and Charges

5.1         Evri shall be entitled to revise the Rates applicable to the Services or Deliveries within any Territory or all Territories at any time if:

5.1.1     any import or export related tax, levy, tariff or duty (or similar charge) is rightly incurred in performing the Services;

5.1.2     any Sub-Contractor in a Territory increases its costs unexpectedly or ceases trading and Evri has to source an alternative provider;

5.1.3     there is a material increase in the charges to Evri by their aviation transport providers;

5.1.4     price inflation in any Territory as measured by an index equivalent to the Retail Price Index in the United Kingdom is such that the percentage increase in that index exceeds 2% during any Year of the Contract; or

5.1.5     more than 20% of Parcels in any Invoice Period are destined for Delivery to a remote (out-of-area) area of the Import Territory.

5.2         Where the parties agree that a blended ‘per Parcel’ rate shall be charged, Evri shall be entitled to revise the relevant Rate at any time in each Year of the Contract where the actual ‘fall to ground’ distribution of Parcels within the relevant Import Territory by Gross Weight and/or Geographic Area is different to that Forecast by the Client by 5% or more for Gross Weight distribution across any applicable

Gross Weight categories of Parcels or by 5% or more for Geographic Area distribution across any applicable Geographic Areas.

5.3         Without prejudice to Evri’s rights under Paragraph 5.1, Evri shall be entitled to terminate the Services in respect of any particular Territory in the event that the Sub-Contractor used by Evri to provide the Services in respect of that Territory materially changes the terms upon which is provides its services to Evri. Evri shall provide the Client with as much notice as is reasonably practicable before it terminates the Services in respect of any particular Territory pursuant to this Paragraph 5.3.

5.4         Where during the Term the value of the Cost Currency relative to the Invoicing Currency has increased such that the value of the Cost Currency increases or the value of the Invoicing Currency decreases, then Evri reserves the right to adjust the Rates to reflect the impact of such currency fluctuations. Any balancing Charges to be invoiced may be raised in arrears as a supplementary invoice where necessary.

5.5         Evri reserves the right to review any Rates and propose a new Rate at any time in the event that any Minimum Volume is not achieved by the Client. In any such circumstances Evri and the Client will negotiate in good faith to agree any new Rates. In the event that any Minimum Volume is not achieved for a period of 3 months or longer, then Evri shall be entitled to notify the Client of increased Rates, and such new Rates shall take effect 30 days after such notification.

6 Trunking

6.1         Parcels will be collected by Evri on each of the days set out in the Trading Agreement from the Client’s warehouse at the agreed location at times and frequencies, dependent upon Parcel volumes, agreed between the Client and Evri.

6.2         Parcels shall be presented to Evri for collection in the manner as agreed between the parties for the time being.

6.3         The Client shall ensure that trunk vehicles are securely sealed with a security tag before they leave the Client’s premises. The Client shall ensure that each collection is accompanied by consignment documentation (manifest) completed by the Client and signed by an authorised representative of the Client and the driver of the collecting vehicle. The number of containers within which Parcels are contained shall be included on the consignment documentation.

6.4         Changes to the collection schedule shall be notified to Evri and require Evri’s express consent a minimum of 48 hours in advance. Should the Client fail to notify Evri of a cancelled collection at least 48 hours in advance, Evri shall be entitled to charge the Client the costs of collection that it incurs, or would have incurred had the collection not been cancelled with less than 48 hours’ notice.

6.5         Subject to the Client paying additional charges, Evri will use its reasonable endeavours through discussions with its relevant Sub-Contractors to meet the Client’s requests for extra collections and cancelled collections, made at short notice.

6.6         All Parcels collected from the Client will be unloaded and scanned into the appropriate Injection Hub and then loaded on to the relevant line-haul vehicle for onward transportation to the relevant Import Territory.

6.7         Evri shall undertake the line-haul transportation of Parcels to the relevant Import Territory for completion of the Final Mile Services.

6.8         Where Evri agrees to provides services in respect of Returns, Evri shall undertake the line-haul transportation of Returns to the Client that are collected from any relevant Territory pursuant to the First Mile Services.

7  Deliveries & Returns

Evri shall make Deliveries and Return Deliveries (where applicable) in accordance with the Client’s instructions and the Transit Guide applicable to the Territory in which the Final Mile Services or the First Mile Services are to be performed (as the case may be). Evri will aim to meet the Transit Times in each Territory (where applicable).

8  Undeliverable Parcels

8.1         In this Attachment, in addition to the circumstances in which a Parcel shall be deemed to be Undeliverable in accordance with Attachment A, a Parcel shall also be deemed Undeliverable if:

8.1.1     it has not been delivered after a number of times as determined according to the Transit Guide for Territory in which the delivery is being attempted; or

8.1.2     the Parcel fails to meet any one or more of the requirements set out in the relevant Transit Guide and/or the Integration Guide.

8.2         Where a Parcel is deemed to be Undeliverable it will be dealt with in the manner previously agreed with the Client, and the Client shall pay the surcharge per Undeliverable Parcel as set out in the rate table in the Trading Agreement.

9  Addition and Removal of Territories

9.1         New Territories can be added to the Contract on written agreement signed by both parties, such agreement including:

9.1.1     the identity of the New Territory;

9.1.2     the Rates for the New Territory;

9.1.3     the Transit Times for the New Territory (if applicable); and

9.1.4     any additional terms and conditions notified to the Client by Evri in connection with the New Territory.

9.2         Evri shall be entitled to cease to provide Services at any time from any Export Territory or into any Import Territory on providing 30 days' written notice to the Client and the Minimum Volume for the relevant Territory(ies) shall not apply from the time at which the Services are ceased.

ANNEX 1: DEFINITIONS

“Bonded Goods” means any imported goods upon which duties, taxes, tariffs, levies and/or any other customs charges are still owed;

“Cost Currency” means any currency in which costs are incurred by Evri pursuant to the provision of the Services;

“Customs Code Software” means the third party licensed software applications used by Evri to confirm the accuracy of HS Codes submitted to Evri by the Client;

“D Surcharges” means, in relation to any Territory, the relevant surcharges set out for that Territory in the Rate Card in respect of the Services provided under this Attachment D, any surcharges set out in this Attachment D, and any surcharges levied by any Sub-Contractor which provides Final Mile Services;

“Dangerous Goods” has the meaning given in the International Air Transport Association’s “Dangerous Goods Regulations” as may be amended, updated and/or supplemented from time to time;

“Delivered At Place” or “DAP” has the meaning given to it in the International Chamber of Commerce’s Incoterms® 2020 and as updated from time to time;

“Delivery Duty Paid” or “DDP” has the meaning given to it in the International Chamber of Commerce’s Incoterms® 2020 and as updated from time to time;

“Dual-Use Item” has the meaning given to it in Article 2(1) of Regulation (EU) 2021/821 on setting up a Union regime for the control of exports, brokering, technical assistance, transit and transfer of dual-use items;

“Exporter of Record” means the person or entity responsible for exporting goods from the Export Territory and for filing any and all completed customs entries and paying any associated costs in connection the export of those goods from the Export Territory to the Import Territory;

“Export Territory” means the territory from which the Parcel is to be exported;

“Free Carrier Alongside” or “FCA” has the meaning given to it in the International Chamber of Commerce’s Incoterms® 2020 and as updated from time to time;

“Final Mile Service” means the physical delivery of any Parcel into the possession of a Customer (either to the doorstep (or an alternative safe place) or to the relevant PUDO Location (where available as part of the Services in the Import Territory);

“Final Mile Day” means the days on which Couriers perform the Final Mile Service as set out in the Transit Guide for each applicable Territory;

“First Mile Service” means the physical collection of any Return by a Courier either from the custody of a Customer or from a PUDO Location;

“Geographic Area” means the geographic areas identified between the parties as having specific Rates applicable to them;

“Gross Weight” means the total weight of the Parcel including the contents and packaging in grams and kilograms;

“High Value” means in respect of Parcels being imported into an Import Territory the value of the individual Parcels where that value is such that customs duties are due;

“Injection Hub” means the sortation hub that Evri and/or any Sub Contractor transports the Parcels to after collecting the same from the Client’s warehouse;

“Integration Guide” means the guide provided to the Client by Evri so that the Client can integrate with the Platform and setting out the specific requirements that Client will have to comply with so that Evri may perform the Services, for example labelling and barcode protocols;

“Importer of Record” means the person or entity responsible for importing goods into the Import Territory and for filing any and all completed customs entries and paying the assessed import duties and other taxation for those goods;

“Import Territory” means the territory into which the Parcel is to be imported;

“Incoterms” means the terms as defined in the International Chamber of Commerce’s Incoterms® 2020 as updated from time to time;

“Invoicing Currency” means any currency used to invoice the Client for part or all of the Services;

“Letter of Appointment” means the signed letter of appointment (dated on or around the date of this Contract, and as may subsequently be updated by agreement of the Parties) in the form approved by Evri in which the Client confirms, inter alia, that Evri or

its agent has authority to act on the Client’s behalf for the purpose of customs clearance of Parcels;

“Low Value” means in respect of Parcels being imported into an Import Territory the value of the individual Parcels where that value is equal to or less than the de minimis value, above which customs duties are due;

“Minimum Weight Requirement” means the minimum weight of Parcels required per clearance (if any), as set out in the Rate card within the Trading Agreement;

“Power of Attorney” means the signed power of attorney (dated on or around the date of this Contract, and as may subsequently be updated by agreement of the Parties) in which the Client authorises Evri or its agent to act as the Client’s direct representative or indirect representative, as the case may be;

“Prealert Note” means any airway bill or any other document, used to notify any Parcel to us including any pre-advice electronic file;

“Prohibited Items” means any items that are forbidden according to international law or according to the law in the Import Territory including among other things drugs, certain perishable goods, weapons, ammunition, explosive substances, military goods, pornography, politically extreme material or liquids and any other items as notified to the Client by Evri from time to time;

“PUDO Location” means a location to which a Parcel may be (i) deposited by Customers and collected as a Return or (ii) delivered by Evri pursuant to the Services for pick up the relevant Customer;

“Return Deliveries” means the transportation and delivery of Returns to the Client in accordance with the Client’s requirements;

“Review Date” means each anniversary of the Commencement Date during the Term;

“Territories” means together, the Import Territories and the Export Territories (and “Territory” shall mean any such territory);

“Trade Agreement” means a free trade agreement made between an Export Territory and an Import Territory in respect of the import and export of goods from/to that Export Territory and that Import Territory;

“Transit Guide” means the guide provided by Evri to the Client in respect of each Territory setting out the territory specific operations that will comprise the Services in that Territory (and which may include territory specific Transit Times where applicable and not set out in the Trading Agreement);

“Transit Times” means, for each Import Territory (within the Import Territories), the targeted level of transit time as set out in the Trading Agreement or relevant Transit Guide (as applicable);

"UPU Requirements" means any and all regulations, conventions, manuals, directives, codes and guidelines issued by the Universal Postal Union (or any successor organisation thereto) from time to time; and

“Volumetric Weight” means the weight of a Parcel calculated by multiplying the length in centimetres by the width in centimetres by the height in centimetres and dividing this number by the lower of (a) 6,000; or (b) the relevant final mile carrier’s dimension divisor (which Evri shall confirm to the Client upon request).

 29/01/26